1. Scope; Offer; Entire Agreement

 

1.1. These Terms & Conditions of Quotation (“Terms”) govern all quotations (“Quotes”) issued by QuantiPath, LLC (“QuantiPath” or “Supplier”) for multiplexed PCR assays, associated primers/probes, controls, and related consumables or services (collectively, “Products”).

1.2. Any additional or different terms in Customer’s form(s) (including POs or portals) are material alterations; notice of objection and rejection is hereby given. QuantiPath’s acceptance of any order is expressly conditional upon Customer’s assent to these Terms, including terms additional to or different from those in Customer’s form(s).

1.3. In case of conflict, these Terms control over any prior or contemporaneous terms unless a mutually executed writing states otherwise.

1.4. QuantiPath’s Products are designed and validated as research-use or screening tools for food and environmental testing. They are not intended to replace any regulatory or confirmatory assay required by the FDA, USDA, or other agencies unless expressly stated in writing by QuantiPath.

 

1. Quotation Validity; Ordering; Changes

 

2.1. Unless otherwise stated in the Quote, pricing and terms are valid for 30 calendar days from the Quote date. Expired Quotes are not valid; a new Quote may be required before order placement can proceed.

2.2. Orders must reference the QuantiPath Quote number, deliverable options (format, volumes, concentrations, labels/barcodes), shipping & billing details, and payment information.

2.3. Any changes to sequences, panel composition, volumes, concentrations, labels/barcodes, packaging, or documentation require formal written notice to QuantiPath before production. Written notice includes email confirmation from an authorized QuantiPath representative. Material changes may require a revised Quote, new lead time, and/or pricing adjustment.

2.4. All orders are subject to QuantiPath’s credit review and approval. Changes received after the design-freeze date indicated in the order acknowledgment may incur full re-quotation or cancellation fees.

 

1. Pricing; Taxes; Early-Payment Incentive

 

3.1. Prices are in US dollars, exclusive of taxes, duties, import fees, shipping, and insurance unless expressly stated.

3.2. Prices reflect current market conditions for oligo raw materials, plastics, enzymes, logistics, and compliance costs. QuantiPath may adjust prices in a revised Quote if such inputs meaningfully change prior to order acceptance.

3.3. A 2% discount applies only to a given invoice when full payment is received within 10 days of the invoice date. The discount applies solely to the then-current invoice subtotal (excluding taxes, shipping, and third-party pass-throughs), does not modify quoted list prices or future pricing, and may not be combined with credits, offsets, rebates, or negotiated price changes.

3.4. Customer is responsible for all applicable Colorado sales, use, or excise taxes unless a valid exemption certificate is provided prior to invoicing.

3.5. Due to volatility in oligo and enzyme markets, quoted prices are valid only until the Quote expiration date unless otherwise agreed in writing.

 

1. Acceptance; Lead Times; Delivery

 

4.1. No contract is formed until QuantiPath issues a written acknowledgment.

4.2. Estimated lead time is provided in the Quote or at order acknowledgment and is based on then-current queue and capacity. If the order is placed more than one week after the Quote, QuantiPath may recalculate turnaround. An estimated ship date will be relayed at order placement or acknowledgment.

4.3. Delivery dates are estimates and subject to availability, logistics, customs clearance, and regulatory considerations. QuantiPath is not liable for delays caused by carriers, customs, supply interruptions, labor shortages, natural disasters, or events beyond reasonable control.

4.4. Risk of loss passes upon QuantiPath’s tender to the carrier. Customer should obtain appropriate shipping insurance if desired.

4.5. All shipments are FOB Origin (QuantiPath facility), with risk of loss passing to Customer upon delivery to the carrier.

 

6. Quality Control (QC); Specifications; Purity; Quantification

6.1. Multiplexed panels are manufactured under validated processes. Each lot is released against internal QC criteria (e.g., composition verification; functional checks such as Ct range windows on reference panels; negative/positive controls; absence of cross-reactivity above validated thresholds). Lot-specific CoA summaries are available upon request.
6.2. Where QuantiPath supplies custom primers/probes, individual oligos are analyzed by ESI-MS and/or HPLC/CE as applicable.
6.3. For oligos, QuantiPath applies mass-accuracy and purity acceptance criteria consistent with industry practice and the Product datasheet.
6.4. If purified, minimum purity is assessed via Analytical HPLC, CE, or a method stated in the Quote/datasheet. For challenging designs (e.g., degenerate bases, high GC, long probes), QuantiPath may select the analytical method and will communicate any data requiring discussion about pass/fail criteria for a given part number.
6.5. Where applicable, product quantification by optical density (OD) and/or other validated methods (e.g., fluorometric assays) is performed on validated equipment and processes.
6.6. Products are warranted to meet QuantiPath’s published specifications for identity, purity (if applicable), and yield at the time of shipment when stored and handled per instructions. If a Product fails to meet specifications, QuantiPath will promptly replace the Product or, at QuantiPath’s option, credit the purchase price as Customer’s sole and exclusive remedy.
6.7. For clarity: a Product that meets QuantiPath’s specifications but does not achieve desired performance in Customer’s specific assays, workflows, instruments, or sample matrices is not subject to rejection; Customer’s remedy is to reorder under the same or amended requirements.

7. Storage; Handling; Use Limitations

7.1. Customer must inspect upon receipt and store under indicated conditions (e.g., –20 °C for frozen; 2–8 °C for some liquids; desiccation for lyophilized).
7.2. Unless explicitly stated otherwise in the Quote or datasheet, Products are supplied for research use only (RUO) and are not cleared for diagnostic use. Customer is responsible for compliance with all applicable food safety, laboratory, and regulatory requirements for its intended use.
7.3. Performance may vary by food matrix and extraction method; validation in the intended sample types is Customer’s responsibility.

8. Payment Terms

8.1. Unless otherwise agreed in writing, payment terms are net 30 days from invoice date.
8.2. A 2% discount applies to an invoice if full payment is received within 10 days of the invoice date, subject to Section 3.3.
8.3. Past-due amounts may accrue interest at 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.
8.4. QuantiPath may suspend or cancel open orders for non-payment or adverse credit changes.

9. Cancellations; Returns

9.1. Products are custom or made-to-order; cancellations or changes after order acknowledgment require QuantiPath’s written consent and may incur fees up to the full order value.
9.2. Returns are accepted only for Products that fail to conform to specifications and only with a QuantiPath Return Authorization within 10 days of receipt. Cold-chain Products cannot be returned except under such authorization.

10. Confidentiality; Data; Feedback

10.1. Non-public information exchanged (including primer/probe sequences, panel designs, pricing, QC reports) is Confidential Information and shall be kept confidential and used solely to perform under these Terms.
10.2. Suggestions or feedback to QuantiPath may be used to improve Products; Customer grants QuantiPath a non-exclusive, royalty-free license to use such feedback without obligation, excluding Customer Confidential Information.

11. Limited Warranty; Disclaimers; Limitation of Liability

 

11.1. QuantiPath warrants conformance to its published specifications at shipment when stored/used per instructions.
11.2. Except as expressly stated, QuantiPath disclaims all other warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement.
11.3. Customer’s exclusive remedy for nonconforming Products is replacement or refund/credit per Section 6.6.
11.4. QuantiPath’s total liability will not exceed the amounts paid for the specific Products giving rise to the claim.
11.5. In no event shall QuantiPath be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of use, or business interruption, even if advised of the possibility. (This exclusion does not apply to liability that cannot be limited under applicable law.)

11.6. The limited warranty provided herein is exclusive and in lieu of all other warranties, express or implied. No oral or written statement by QuantiPath or its representatives shall create any additional warranty.
11.7. Customer shall indemnify and hold harmless QuantiPath from any claims, losses, or damages arising from Customer’s misuse of the Products or noncompliance with regulatory or biosafety requirements.

12. Compliance; Export; Anti-Diversion

12.1. Customer shall comply with all applicable laws and regulations, including food safety, biosecurity, export controls/sanctions, and anti-bribery laws.
12.2. Products may be subject to export control restrictions; Customer shall not export, re-export, or divert Products contrary to law.

13. Intellectual Property; License

 

13.1. Products and associated designs, compositions, and documentation may be protected by intellectual property rights. No license is granted by implication or estoppel.
13.2. Subject to these Terms, QuantiPath grants Customer a non-exclusive, non-transferable, revocable right to use Products internally and solely for Customer’s lawful activities. No resale, redistribution, or reverse engineering of panel designs is permitted without QuantiPath’s written consent.

13.3. All panel designs, oligo sequences, and composition data constitute proprietary trade secrets of QuantiPath. Reverse engineering, deconvolution, or replication of such designs is strictly prohibited.
13.4. Customer agrees to indemnify QuantiPath against claims arising from Customer’s unauthorized modification or use of Product IP.

14. Force Majeure

QuantiPath shall not be liable for failure or delay due to events beyond reasonable control, including natural disasters, public health emergencies, supply shortages, labor disputes, war, sanctions, or governmental actions. Performance is excused for the period of such event.

15. Governing Law; Venue

These Terms and any disputes shall be governed by the internal laws of the State of Colorado, without regard to conflicts rules. The parties agree to exclusive jurisdiction and venue in the state or federal courts located in Denver County, Colorado, and waive any objection based on inconvenient forum. The prevailing party in any dispute arising under these Terms shall be entitled to recover its reasonable attorney’s fees and costs.

16. Miscellaneous

16.1. If any provision is unenforceable, the remainder remains in effect.
16.2. Failure to enforce any provision is not a waiver.
16.3. Customer may not assign without QuantiPath’s written consent; any unauthorized assignment is void.
16.4. Formal notices must be in writing and sent to the addresses in the Quote or most recent order document.