TERMS AND CONDITIONS

 

DEFINITIONS

In these terms and conditions “the Terms” unless the context otherwise requires, the following words and phrases shall have the following meanings: “Force Majeure Event” includes any delay or failure to perform an obligation as set out in these Terms where such delay or failure to perform arises from circumstances beyond our reasonable control, including (without limitation to) any Act of God, communications failure, illness, injury, death, destruction, fire, flood, strikes, riots, accident, disruption to energy supplies, civil commotion, acts of terrorism or war; “Products” means any devices and or services rendered as a result of a product produced by Praecis Inc. including but not limited to consulting and services or other products manufactured by Praecis Inc. or a third party at any point; “Service” or “Services” means any service including warranty work as covered within the product warranty, consulting, installation, repairs, recommendations, remote updates and upgrades, and directions expressed via phone that are provided by Praecis Inc.; “Quotation” means a quotation issued by Praecis Inc. to you in response to an Inquiry which may include without limitation, the description of the Product, any reservation period, the price of the product, any deposit required, and approximate date of shipping and delivery (which may be subject to change as stated under DELIVERY); “Praecis Inc.”, “us” or “we” means Praecis Incorporated who is headquartered at 21 Technology Drive, West Lebanon, New Hampshire 03784, USA; “Website” means the website for the presentation of Praecis Inc. products and services; “writing” includes email, fax, post mail or other comparable means of communication; “you”, “your” or “customer” means the person, firm or company placing an order for products or services with Praecis Inc. or reviewing any information contained on the Praecis website.

 

PRODUCT DETAILS (Online)

The Products displayed on the Praecis Website are not shown to actual size or scale unless otherwise stated nor are their images binding as to detail. Some Products may appear different than the a unit that may be shipped after a purchase due to photography techniques, continuing engineering efforts, CAD design differences, and design changes. 

 

PRICE OF PRODUCTS

The prices stated in the Quotation do not include transportation, insurance, or any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction except to the extent specifically set forth herein. All applicable taxes, if any, will be paid by the Customer, unless the purchaser provides Praecis Inc. with appropriate tax exemption certificates or documentation. Any taxes at any time paid by Praecis Inc. that are to be paid by the Customer hereunder shall be invoiced to the Customer and reimburse to Praecis Inc. All prices and other terms are subject to correction for typographical or clerical errors.

 

DELIVERY

As part of Praecis insurance requirements, warranty policy, and quality control procedure, before each Product is shipped, the Product is crated for shipping in the presence of a Praecis Inc. employee. Delivery will be made to the address specified in the Quotation, or an address as provided by the Customer. Praecis Inc. reserves the right to restrict the delivery of Products to certain areas. We will take all reasonable steps to deliver your order to you on or before the date specified in the Quotation but delays may be caused by supplier delays, manufacturing complications, quality assurance, customs clearance and or other Force Majeure Events. Praecis Inc. does not warrant or guarantee the delivery date specified in the Quotation and shall have no liability to you for any loss, damage, costs, expenses or other claims that you may incur as a result of late delivery. Unless otherwise agreed in writing by Praecis Inc., all transportation charges and expenses shall be paid for by the Customer, including the cost of any insurance against loss or damage in transit that Praecis Inc. may obtain. Praecis Inc. reserves the right to ship products freight collect. The Customer will become the owner of the Products ordered upon delivery of the Product to the transportation company at the shipping point. Once the Products have been delivered to transportation company at the shipping point they will be held at your own risk and We shall not be liable for their loss or destruction; risk of loss and or damage to the Product shall to the Customer at this point. 

 

OUR RIGHT TO CANCEL

We reserve the right to cancel your order if: one or more of the Products you ordered was listed at an incorrect price due to a typographical error or pricing information or Quotation received by us; any Customer Material is deemed (in our sole opinion) to be offensive, defamatory or inappropriate; or a Force Majeure Event occurs. If we do cancel your order we will notify you by phone and or in writing. We shall not be obliged to offer any additional compensation for disappointment suffered and we shall have no liability to you for any loss, damage, costs, expenses or other claims that you may incur. 

 

WARRANTIES

We warrant that our Products are of satisfactory quality as specified within our warranty document. Our Products and Services are bound by the details explained within the warranty and the Terms as written here. Praecis delivers copies of the warranty with the Product and is available upon request. 

 

LIABILITY

Whereas Praecis Inc. provides any information in relation to the Products and Services supplied to it by a third party, we do not give any warranty, guarantee as to its accuracy or otherwise, and shall have no liability to the Customer for any losses arising as a result thereof. Praecis Inc. shall have no liability to the customer for any loss, damage, costs, expenses or other claims for replacement or compensation arising from any Products or Services supplied by you which is incomplete, inaccurate, illegible, out of sequence or in the wrong form, or any other fault of the Customer. Praecis cannot be held accountable for its Products and Services failing to meet specification due to inconsistent room temperatures exceeding ±1 ºC at the location of their installation. In the event that we are unable or fail to deliver the Products ordered within the time period specified, we will use reasonable endeavors to contact you in order to reschedule or update the estimated delivery time. Praecis Inc. does not warrant or guarantee the delivery date specified in the Order Confirmation or Quotation and shall have no liability to you for any loss, damage, costs, expenses or other claims that you may incur as a result of late delivery. We will not be in breach of contract as a result of any Force Majeure Event. Praecis Inc. shall have no liability for loss of profit or for any indirect, special or consequential loss of damage, costs, expenses or other claims for compensation whatsoever arising out of or in connection with the supply or non-supply of the Products or Services (including any delay in supplying the Products or Services) or their use or resale by you. Other than as set out in the warranty policy the entire liability of Praecis Inc. arising out of any order for Products or Services from you will be limited to the total price of the Products ordered by you. Certain national laws may prohibit the importation or exportation of our Products. We make no representation and accept no liability in respect of the import or export of the Products you purchase.

 

USE OF THE WEBSITE (Online)

Praecis Inc. gives no warranty or representation as to the accuracy, suitability or reliability of the information and content of this Website for any purpose, which information and content is provided on an “as is” basis. We shall have no liability for any, direct, indirect, special or consequential loss arising out of the use of or the inability to use this Website including (without limitation) reliance on any information or content of the website or which results from mistakes, omissions, interruptions, deletions of files or emails, defects, viruses or delays in operation or transmission. The information on the Website may contain technical inaccuracies or typographical errors, and may be changed or updated without notice. Praecis Inc. may also make improvements and/or changes to the Website at any time without notice. Certain links in this Website connect to other websites maintained by third parties over whom we have no control. We make no representations as to the accuracy or any other aspect of information contained in other websites.

 

INTELLECTUAL PROPERTY (Online)

The entire content of the Website, including all copyright, trademarks and other intellectual property rights it contains, including the use of the name “Praecis Inc.” is the sole property of Praecis Inc. You are permitted to copy, transmit and to use such material only for the purpose of ordering Products from the Website, but you not are entitled to copy, reproduce, transmit, display in public, create derivative works from or otherwise commercially exploit such material. All intellectual property rights on the Products (subject to the rights of any third party) belong to Praecis Inc. You warrant that all Customer Material provided to us will not be defamatory or infringe the copyright or other rights of any third party, and you shall indemnify Praecis Inc. against any loss, damages, costs, expenses or other claims arising out of any such infringement.

 

INTELLECTUAL PROPERTY

The sale of products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned by Praecis Inc., whether relating to the products sold or any manufacturing process or other manner. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Praecis Inc. Customer acknowledges that the Products and Work and all of the components, concepts or ideas, designs, drawings, maintenance requirements, parts lists, plans, and specifications that are a part of, or that are related to, any of the Products or Work, and all documentation related thereto, whether in electronic or printed form, are the valuable and proprietary intellectual property of Praecis Inc. Customer may use the Products, Work, and documentation related thereto for the purpose of installing, maintaining, and operating the Products. However, Customer does not acquire any other rights in or to the Products, any of their components and other qualities listed above, or any of the documentation related thereto, including, without limitation, any ownership or title in or to the Products’ intellectual property. Without limiting the generality of the foregoing, Customer does not acquire any rights to improve, develop derivatives of, or fabricate or reproduce any of the Products, in whole or in part, and Customer will not release any of the documentation related to the Products to any third party. Praecis Inc retains all ownership, including, without limitation, all patent, copyright, trademark or service mark, licensing, and other intellectual property rights, in the Products or Work, any of their components and other qualities listed above, and any of the documentation related thereto. The sale of Products or prevision of Services hereunder does not convey any express or implied license under any patent, copyright, trademark or proprietary rights owned by Praecis Inc., whether relating to the Products sold or any manufacturing process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Praecis Inc.

 

GENERAL

Praecis Inc. reserves the right to vary the content of these Terms at any time. However, such variations will not affect any Contract between you and Praecis Inc. Continued use of the Website, or any of its services will signify that you agree to any such changes. We may correct any typographical, clerical or other error or omission in any information on the Website or in any email or other document or communication issued by Praecis Inc. without incurring any liability on our part. If any clause or part of a clause in these Terms is held by any Court of competent authority to be unlawful, invalid or unenforceable, such clause or part shall be severed and the remaining provisions of these Terms shall remain in effect. Nothing said by any sales person on our behalf should be understood as a variation of these Terms or as an authorized representation about the nature or quality of any Products or Services offered by us.