Phadia Immunology Reference Laboratory (PiRL)
Sales and Services Terms and Conditions
These Sales and Services Terms and Conditions (hereafter “Terms and Conditions”) govern all aspects of the
purchase of services by PiRL customers from Phadia Immunology Reference Laboratory (hereafter “PiRL), a
division of Phadia US Inc. Throughout these Terms and Conditions, PiRL shall be referred to as the “Seller” and
the PiRL customer shall be referred to as the “Buyer.” Seller and Buyer may be referred to as a “Party” or
collectively as the “Parties.”
Applicability. Seller provides laboratory developed testing services and laboratory test results which may be
purchased by Buyer. In these Terms and Conditions, everything provided by Seller to Buyer, including but not
limited to services, information, and test results, shall be collectively referred to as a “Service” or “Services.”
Sale and/or provision of Seller’s Services are expressly conditioned on Buyer’s acceptance of these Terms and
Conditions. Under no circumstances shall additional or different terms offered by the Buyer become part of this
or any other purchase of Services; whether proposed by the Buyer prior or subsequent to the acceptance of these
Terms and Conditions. Failure to immediately object in writing to these Terms and Conditions shall constitute
Buyer’s acceptance hereof and a waiver of any prior or subsequent terms and conditions requested and/or
supplied by Buyer or any other party.
Test Results. Test results available from the Phadia Immunology Reference Laboratory (PiRL) may be
produced by assays classified as Laboratory Developed Tests. These assays have been developed and validated
by PiRL. Interpretation of all test results is the sole responsibility of the licensed healthcare professional ordering
the test.
Requisition Form. Individual purchases of Services from Seller must be made using the PiRL Allergen
Component Testing Requisition Form (hereafter “Requisition Form”), contained on the PiRL Website. Larger
purchases, such as for study purposes, shall be made pursuant to a quote and separate purchase orders. These
Terms and Conditions are incorporated by reference into the Requisition Form and quote form. All additional or
different terms and conditions proposed by Buyer are hereby rejected unless expressly agreed to in writing by
Seller.
Quotes. Seller may issue a price quote (“Quote”) to a Buyer purchasing a significant amount of testing services
at any one time. A Quote shall become binding on Seller only after 1) Buyer signs and returns the Quote to
Seller and 2) Seller approves the Quote by signing it (hereafter called a “Binding Quote”). The individual
signing the Quote on behalf of Buyer warrants and represents that he or she has the authority and power to bind
Buyer to the Quote, and agrees to fully indemnify Seller against any and all claims or losses, including attorneys’
fees, arising out of the breach of this warranty/representation. All Binding Quotes are subject to an annual review
and re-approval by Seller, at which time Seller may, in its sole discretion, terminate the Binding Quote and issue
a new Quote. These Terms and Conditions govern, and are incorporated by reference into, all Quotes and
Binding Quotes. All additional or different terms and conditions proposed by Buyer are hereby rejected unless
expressly agreed to in writing signed by Seller.
Modification. The Terms and Conditions existing at the time a Requisition Form is submitted by Buyer to Seller
control that sale. Seller may modify the Terms and Conditions as to future orders, without prior written
notification to Buyer, by posting the amended Terms and Conditions to the PiRL Website.
Contract for Services. The Parties expressly agree that the subject matter of any contract or agreement entered
into is the provision of services, and not goods. The Parties therefore agree that the Uniform Commercial Code
as it relates to the sale of goods shall not apply to any contract or agreement entered into by the Parties.
Price. The prices for Seller’s Services shall be based upon Seller’s published price list available on the PiRL
website, a current written price quote provided by Seller to Buyer, or a separate Pricing Agreement is signed
between Seller and Buyer, in which case the Pricing Agreement shall control, pursuant to its terms. The term of a
Pricing Agreement shall be for six (6) months from the date it is signed unless a longer term is specified in the
Pricing Agreement. The price list on the PiRL website is subject to change or withdrawal at any time, without
prior notice.
Cancellation of Requisition. Buyer may only cancel its order upon the written consent of Seller.
Title to Results. Buyer shall own all rights, title and interests in any Results generated by Seller and arising
from the Services. Results shall at all times be regarded as Buyer’s Confidential Information. Buyer shall have
the unrestricted right to use the Results.
Copyright, Trademarks and other Intellectual Property. Copyright, trademark, patent, and other applicable
laws protect the Services provided by, and technology used by, Seller. Services provided by Seller may only be
used for non-commercial purpose of scientific or educational advancement or within the scope allowable by
these Terms and Conditions. No other use of Services may be made without express written permission of the
Seller.
None of the names, trademarks, service marks and logos used by Seller may be used in any advertising or
publicity, or otherwise to indicate Seller’s sponsorship of or affiliation with any product or service without
express written permission of the Seller. Nothing contained in these Terms and Conditions should be construed
as granting, by implication, estoppel, waiver or otherwise, any license or right of use to any trademark without
the written permission of the owners and operators of Seller or the third party owner of the trademark, if any.
Performance. Seller shall not be liable for any delay in or failure of performance resulting in whole or in part
from or made impossible or impracticable by any cause beyond Seller’s control including but not limited, force
of nature, fire, explosion, strike, technological failure, accident, act or request of any governmental authority, or
act of God.
DISCLAIMER OF WARRANTIES. SELLER OFFERS ALL SERVICES AS IS. SELLER DISCLAIMS
ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT TO ANY SERVICE PROVIDED.
Breach; Exclusive Remedy. Buyer must notify Seller in writing within ten (10) days of any breach. Buyer
must state with specificity the grounds for such breach. Buyer’s sole and exclusive remedy for Seller’s breach is
replacement and/or substitute Services. Under no circumstances shall Seller be liable for any incidental or
consequential damages whatsoever, nor for any sum in excess of the price received for the Services for which
liability is claimed.
Privacy Policy. Seller will treat as confidential all health-related information submitted by Buyer, in accordance
with Seller’s Privacy Policy. The purpose Seller’s privacy policy is to identify the information Seller collects, the
steps Seller takes to protect it and Buyer’s choices regarding how that information is used.
Indemnification. Buyer agrees to indemnify, defend and hold harmless Seller and its suppliers and their
respective affiliates, employees, officers, directors, agents, servants and representatives of each from any
liability, loss, claim, suit, damage, and expense (including reasonable attorneys´ fees and expenses) related to (i)
Buyer’s violation of these Terms and Conditions and (ii) Buyer’s use of Seller’s Services.
Applicable Law. These Terms and Conditions and the resolution of any dispute related to these Terms and
Conditions shall be construed in accordance with the laws of the State of Michigan. Any dispute between Seller
and Buyer related to these Terms and Conditions shall be resolved exclusively by the state and federal courts of
the State of Michigan. Buyer expressly agrees that the statutes and laws of the State of Michigan will apply,
without regard to any principles of conflicts of law. The Parties stipulate that the courts of the County of
Kalamazoo, State of Michigan are the proper forum/venue for the resolution of any and all disputes.
Termination. These Terms and Conditions are effective unless and until modified as noted above, or
terminated, at any time, by Seller. If, in the sole discretion of Seller, Buyer fails to comply with these Terms and
Conditions, Seller may treat such failure as a breach of contract and may pursue any and all remedies provided
for by the applicable law.
Merger and Integration. These Terms and Conditions constitute the final agreement and understanding
between the Parties and supersede any prior discussion, negotiation, agreement, and/or understanding.
Severability. Whenever possible, each provision of these Terms and Conditions will be interpreted in such a
way as to be effective and valid under applicable law. If a provision is prohibited by or invalid under applicable
law, it will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of these Terms and Conditions
Contact Information.
PiRL, a division of Phadia US Inc. is headquartered in Portage, Michigan, in the United States of America.
Corporate Headquarters
PiRL
4169 Commercial Ave.
Portage, MI 49002
1-800-346-4364