Terms of service

These general terms and conditions of sale apply to the purchase of products and services by the customer ("Customer", also "you" or "your") listed on the attached "quotation" and Cytek Biosciences Inc. ("Cytek", also "our," "we" or "us").

1. PRICE. The prices you must pay for the products and services are as stated in the quotation. In addition to the stated prices, you must pay for all taxes and fees imposed on the sale or use of the Products and any other governmental charges imposed on Cytek relating to the products and all shipping and handling, freight, insurance, and other services. All prices in USD unless otherwise noted.

2. SPECIFICATIONS. Specifications in our sales literature for the products are not guaranteed unless previously certified in writing. Cytek may, without affecting the obligations under the quotation, make insignificant changes to the specifications of the product from those contained in the sales literature.

3. SPECIAL ORDER AND CUSTOM CONFIGURATIONS. Special orders and custom configuration products are warranted only to conform at the time of delivery to the quantity and contents stated in the quotation. There are no warranties, express or implied, that extend beyond the description of the quotation. Purchaser recognizes that Cytek has manufactured the products at the instruction and to specifications provided by Purchaser and has not independently tested the products for any characteristics other than those set forth in the quotation.

4. COMPUTER SUPPORT AND THIRD-PARTY SOFTWARE. Cytek will provide support for only the software and hardware required for system operation, which is referred to as the "basic flow cytometer system". Cytek does not guarantee the system will function if any additional hardware or software is used, including networking hardware and software. If the system fails to meet Cytek's specifications, then Cytek may, at its option, remove hardware and uninstall software in order to return the basic flow cytometer system to its original installed operational configuration. It is the responsibility of the customer to backup all data on the basic flow cytometer computer system. Software not developed by Cytek shall carry the warranty, if any, of the respective third-party software vendor.

5. PAYMENT TERMS. Terms are net 30 days from date of invoice for credit worth accounts. Cytek shall have the right to receive payment in advance when it deems necessary. If the Purchaser fails to pay any invoice when due, Cytek may also charge Purchaser a late payment charges equal to the lesser of one and one-half percent (1½%), or the maximum permissible rate under California law, per month on the outstanding balance. Cytek may delay shipment or suspend performance under any agreement, if payment under any agreement or order between the Purchaser and Cytek is not received when due or is rescinded. If you are a tax-exempt agency, please submit a copy of your tax exemption certificate with your purchase order or fax a copy to Cytek, Attention: Credit Department at (510) 657-0151.

6. SHIPMENT; DELIVERY; ACCEPTANCE; RETURNS. Unless expressly specified on the Quotation, all products shipped will be delivered C.I.F. Risk of loss with respect to all products will pass from Cytek to you upon shipment. Cytek will ship Products within a reasonable time after Cytek receives your purchase order, or if the Quotation states a proposed shipment date, on or around such date. Cytek will endeavor to meet any delivery date specified in any purchase order but is not liable for failing to meet the delivery date. The products will be deemed received by you upon delivery. You must report to Cytek, in writing, any claims for missing or defective products within 5 days from your receipt of them. Defective products will be addressed according to the warranty provisions. Product returns will be accepted at Cytek’s discretion under its Returned Materials Authorization (RMA) policy and may be subject to a restocking fee.

7. CANCELLATION AND RESTOCKING FEE: Cancellation of an order submitted to Cytek, and cancelled >72 hours after the order has been submitted, will result in a cancellation fee of 25% of the order value with a minimum of fifty dollars ($50) and a maximum of ten thousand dollars ($10,000). All requests to return products for reasons other than a verified performance issue, will have a restocking fee of 25% of the purchase price.

8. LIMITED WARRANTY AND DISCLAIMER. If the product is a reagent or the like, it is warranted only to conform to the quantity and content stated on its label at the time of delivery. If a product defect is discovered and verified by Cytek’s investigation under normal and proper use during the warranty period, Cytek will, at its option, and without charge either (i) correct by repair, during its normal business hours, or by replacement with an equivalent product the defective product or (ii) refund the purchase price paid by you. If required by Cytek, you must ship the defective product to Cytek transportation charges prepaid, the original warranty period will be in effect on any repaired or replaced Products. If Cytek replaces any part under this warranty or as a result of any services performed, Cytek will own the replaced part. Your exclusive warranty for services not performed in a workmanlike manner will be re-service of the applicable equipment. If a third party manufactured product is supplied to you pursuant to the quotation, Cytek assigns to you any rights that may exist under the warranty provided by the manufacturer, but Cytek does not warrant the performance of the third party manufactured product or provide any remedy for failure of the third-party product to perform. Your exclusive remedy is any remedy that may exist under the warranty rights passed through to you under this section. THE WARRANTIES IN THIS SECTION ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ARE YOUR EXCLUSIVE REMEDIES RELATING TO PERFORMANCE OF THE PRODUCTS AND SERVICES. CYTEK DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY ABOUT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR A PARTICULAR PURPOSE. IF ANY IMPLIED WARRANTIES APPLY AS A MATTER OF LAW, THEY ARE LIMITED IN DURATION TO WARRANTY PERIOD SPECIFIED IN THIS SECTION.

LIMITATIONS ON WARRANTY. You will be responsible for, and Cytek’s service and warranty obligations under the quotation will not apply to, repairs, replacements or claims resulting from (i) your failure to properly perform the service and maintenance required in the operator's manual for the Equipment, (ii) repairs or relocation of the Equipment by persons other than those authorized by Cytek, (iii) replacements with parts, components and materials not supplied by Cytek, (iv) misuse, abuse, negligence, negligent operation of or improper storage of any Product, (v) alterations, modifications, disassembly, repair or tampering by any person other than Cytek’s authorized service personnel unless repair by others is made with the written consent of Cytek; (vi) using unauthorized non-Cytek brand accessories, reagents, calibrators, consumable or supplies with the equipment, (vii) environmental conditions outside the recommended range of the product, such as electrical supply, temperature, or humidity, or (viii) other factors beyond Cytek’s control, such as fire, explosion or flood. Representations and warranties made by any representatives, salespersons, or agents of Cytek, which are inconsistent or in conflict with or in addition to the terms of the quotation, will not be binding upon Cytek unless reduced to writing and approved by an expressly authorized officer of Cytek.

9. LIMITATION OF LIABILITY. Cytek’s liability will be limited to direct damages not to exceed the amount paid by the purchaser. Cytek will not be responsible for any damages resulting in delayed shipment. Any action arising out of the quotation may be brought forth up to 90-days after the date of the actionable cause.

10. DEFAULT. Any of the following events or conditions will be deemed a default under the quotation: (i) Cytek has not received any required payment in full within 30 days after the payment is due; (ii) you become insolvent, are liquidated or dissolved, institute bankruptcy proceedings or make an assignment for the benefit of creditors; (iii) you are in default of any other agreement between you and Cytek; (iv) without Cytek’s consent, you attempt to redistribute the products; (v) you submit any credit or other information to Cytek that is untrue or misleading in any material respect or (vi) you violate any other terms and conditions of the quotation and fail to correct the violation within 30 days after receipt of written notice from Cytek.

11. PURCHASE ORDERS; ENTIRE AGREEMENT. The Quotation (including these General Terms and Conditions of Sale) constitutes the entire understanding between you and Cytek with respect to its subject matter and supersedes all prior or co-existing communications and agreements regarding its subject matter and cannot be modified except by a written document (which states that it is an amendment) signed by authorized signatories of both parties. Any terms or conditions on your purchase order, order acknowledgement, or any other document relating to the products will be without legal effect.

12. CONFIDENTIALITY. The information in the quotation is confidential and proprietary. Any use or disclosure of this information for any purpose other than that for which it has been provided may cause substantial harm to Cytek and is prohibited.

13. FDA REQUIREMENTS. If any product listed is subject to regulations of FDA as a device, sale and delivery of that product is contingent upon successful completion and processing of a 510(k) notice for that Product.

14. RESTRICTED COUNTRIES: Buyer acknowledges Cytek products may be subject to the US export laws and regulations. Buyer may not export or re-export the products (nor any direct product therefrom) in violation of the US export laws. Buyer certifies it is not on the US Department of Commerce’s Denied Persons List or affiliated lists or on the US Department of Treasury’s Specially Designated Nationals List. To the extent required, Buyer shall abide by any and all notices regarding export and agrees not to remove or allow any third party to remove such notices. Buyer’s obligation under this section shall survive the expiration or termination of this agreement

15. GENERAL. No waiver of rights under these Terms by either party shall constitute a subsequent waiver of this or any other right under these Terms. Neither these Terms nor any rights hereunder shall be assigned or otherwise transferred by Buyer (by operation of law or otherwise) without the prior written consent of Cytek and any unauthorized transfer or assignment shall be void. If any of the terms and conditions set forth herein are held to be illegal or unenforceable, all remaining terms set forth herein shall remain in full force and effect. Cytek will not be liable for any delay in performance or failure to perform under these Terms due to circumstances beyond its reasonable control, including epidemics, pandemics, quarantines, earthquakes and other acts of God, actions or inactions of government, strikes, fire, explosion, flood, riot, lock-out, injunction, interruption of transportation, supplies or utilities, unavoidable accidents, or inability to obtain supplies at reasonable prices.

16. OTHER: This quotation shall be governed in accordance with the laws of the State of California.