Terms & Conditions

General‍

Instruments (AQS3 Pro or Apollo) purchased from RedShift BioAnalytics (RedShiftBio) are covered for a period of 1 year from the date of installation (but not to exceed 15 months from the date of delivery) by a comprehensive warranty and service contract.  Customers may purchase extended service contracts at the time of instrument purchase or may renew their service contract prior to the expiration of their contract.    

Eligibility

Instruments must be currently covered under initial RedShiftBio warranty or Service Contract Agreement to be eligible for coverage under a new or repeat Service Contract Agreement. If a Product has been out of warranty or Service Contract Agreement, a reinstatement inspection will be required before the system can be placed under a new Service Contract Agreement. Customers shall be responsible for the cost of any repairs required to allow the instrument to pass the reinstatement inspection before the Product can be placed under a new Service Contract Agreement.  

Phone and Email Technical Support  

• Email Support: An email request for service or to report an issue can be sent to support@RedShiftBio.com
• Sales:  for ordering consumables or renewing service agreements, contact your local sales manager or email orders@RedShiftBio.com

When contacting RedShiftBio, please have the following information available:  

• System Serial Number
• Current version of Software, both name and version number
• Current version of Operating System on computer  
• Description of problem and any troubleshooting steps already taken.  

Phone and/or email support will be provided as first line support. Some issues may be resolved by permitting remote access to the instrument.  If the attending RedShiftBio representative determines that a repair or field visit is necessary to resolve Customer issue, RedShiftBio will use commercially reasonable efforts to have a field service engineer (FSE) arrive at the Customer location within three (3) business days.  All service requests from Customer with a service contract will receive preferential consideration over service requests from customers that are not under existing warranty or Service Contract Agreement.  

Complete System Coverage  

Agreement covers service of the instrument in its entirety, unless specifically excluded in this Agreement.  

Computer Coverage  

Service Contract Agreements cover the computer purchased with the system. Coverage is not provided for computers experiencing performance issues due to customer modification or misuse.  

Repair Location  

RedShiftBio will dispatch a service engineer as required to diagnose and repair instrument problems, or to complete routine preventive maintenance. All costs for travel, related expenses, and labor are covered.  

Replacement Parts / Instrument  

RedShiftBio will provide either replacement parts, a replacement instrument or field service, at RedShiftBio’s sole discretion to correct any Customer issues. Replacement parts will only be sent directly to the customer in cases where the parts are customer installable. If replacement parts or instruments are provided, the damaged parts must be returned within 2 weeks after receipt of the replacement.  The customer will receive one additional Flow Cell with purchase of instrument (NB the flow cell is made available to the customer and not meant to proactively replace a well-performing cell).

Shipping costs  

A customer issue that requires shipping will be covered under a service contract.  

Software Coverage and Updates  

Instruments under Service Contract Agreement are entitled to software updates during the Agreement period. A software update includes bug fixes and minor feature improvements.  

Preventive Maintenance  

Service agreements include two preventative maintenance (PM) visits per year.  The first visit is included during system installation or upon renewal of the service contract.  The second visit is typically scheduled 6 months after date of installation.

Missed Service Call  

If Customer or Customer’s authorized representative is not available at the agreed time of FSE arrival for a scheduled FSE visit and results in the engineer being unable to proceed with service call, the Customer will be charged 6 hours ($350/per hour) plus any travel costs for the missed service call.

A. General Terms  

1. Terms – This Service Contract Agreement (the "Service Contract Agreement" or the "Agreement") sets forth the warranty terms applicable to the purchase by buyer ("Customer'') of goods and/ or services ("Products") from RedShift BioAnalytics, Inc ("RedShiftBio") when Customer has agreed to purchase extended warranty services (the "Service Contract") from RedShiftBio. These Terms become effective on the date Customer purchases an extended warranty pursuant to its Terms and Conditions of Purchase and Sale (the "Terms") with RedShiftBio (the "Effective Date") and are incorporated into the Terms by reference. To the extent there is any conflict between this Service Contract Agreement and the Terms, or between this Service Contract Agreement and the Limited Warranty Terms and Conditions (the " Warranty Terms"), this Service Contract Agreement shall take precedence.

2. Health and Safety – RedShiftBio may require a completed Certificate of Decontamination, or transfer of a Product to a suitable, safe and secure location reasonably determined by RedShiftBio, as a condition to servicing any Product. Customer warrants that any Product or component thereof to be serviced will be fully decontaminated of radioactive, biological, toxic or other dangerous materials or substances prior to servicing so that the service technician will not be exposed to any such materials. Customer shall not assign RedShiftBio personnel to work in bio- safety level 3 or level 4 laboratories without prior written notice to RedShiftBio and RedShiftBio's written consent.  

3. Delivery – RedShiftBio will use reasonable efforts under the circumstances to provide the Services as quickly as possible from receipt of Customer's service request into RedShiftBio's local service center. RedShiftBio shall remotely resolve Customer requests for support Services whenever possible. As necessary, on-site support Services will be scheduled at a time mutually agreed upon by RedShift Bio and Customer. It is Customer's responsibility to provide access to the Product so RedShiftBio may complete Services, within the scheduled or guaranteed time period, if applicable.  

4. Hours of Operation – Unless otherwise specified in the applicable Quotation, Services are generally provided during normal working hours, Monday through Friday, 9:00 AM to 5:00 PM local time (ET) excluding holidays.  

5. On-Site Response Time - RedShiftBio will use best commercial efforts to meet quoted and purchased on-site response times. Calls made to regional telephone support numbers during RedShiftBio’s hours of operation where Customer left a message for a return call including the caller's name and telephone number will be responded to within 2 business hours, unless other response time is specified in the Quotation. If on-site service is required, RedShiftBio representative will be on site within 3 business days unless specific additional guaranteed response time upgrades have been purchased.  

7. Warranty - RedShiftBio warrants that it will provide its Services in accordance with the relevant section(s) of the Warranty Terms, which can be found on RedShiftBio's website. With respect to SW Support Services (as defined below), RedShiftBio will provide such Services in a professional and workman-like manner.  However, RedShiftBio does not guarantee that each or any Software support incident is capable of being resolved through SW Support Services.  
8. Payment & Shipping - Domestic (USA): Net 30 payment/FOB shipping point
   International: Net 30 payment/DAP‍
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EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, REDSHIFTBIO MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO ITS SERVICES, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, REDSHIFTBIO'S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY IS RE-PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE FEE PAID FOR THE DEFECTIVE SERVICES AT REDSHIFTBIO'S OPTION. THESE ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY.  

B. Instrument Service Contract Plan (only applicable to purchase of a Service Contract Plan for instruments)

1. Service Contract Plan Purchase - The Instrument Service Contract Plan Agreement purchased by Customer from RedShiftBio, shall apply to a specific Product or set of Products purchased from RedShiftBio as stated on the RedShiftBio quotation. In the event Customer has multiple Products of the same type in the same lab, Customer must buy a multi-instrument support plan for that instrument type. Multiple plans must be purchased to cover different instrument types in the same lab.  

2. Product Recertification - If a Product has not been under warranty or a Service Contract plan prior to commencement of a newly purchased Service Contract plan, RedShiftBio may require instrument recertification on a time and materials basis not covered under the new Service Contract Plan, prior to the effective date of the new Service Contract Plan.  

3. Planned Maintenance - Customer and RedShiftBio will schedule PM Services within a 1- month period of the manufacturer's recommended PM timeframe. Customer shall provide access to the Product for that visit. PM Services not completed because of Customer's failure to provide access at a time reasonable to RedShiftBio will be forfeited.  

C. Service Contract Plan Terms   

1. Repair or Replacement - The decision to repair or replace any parts of a Product will be made by RedShiftBio in its sole and reasonable discretion. Parts and components, and their replacement will be subject to the Warranty Terms.    

2. Exclusions - Services plans do not cover repair or replacement of parts that are radioactive or contaminated with biological, toxic or other dangerous materials or substances. Service Contract plans do not cover parts for any Product other than the covered Product as identified in the Service Plan by its specific serial number(s). Service plans do not cover consumables unless otherwise specified in the Quotation. The list of consumables can be found in the Product's operating manual. Service Contract plans do not cover costs, repairs, or adjustments made necessary by connection of the Product to electrical services or other utilities not in accordance with the installation requirements for the Product, or by any interrupt ion or surge in voltage (see Instruction Manual for specifications).  

          i. Unless otherwise expressly stated by RedShiftBio in writing or under the Terms of the purchased Services plan, parts in contact with any liquid, with the exception of the Flow Cell, are considered wetted and may be deemed user replaceable and not covered by any Services plan, including, but not limited to seals, filters, gaskets, etc.  

         ii. Use of any non-RedShiftBio's parts or reagents that deposit or cause to be deposited residual matter in the Product flow path or that otherwise interrupt the flow path that are reasonably determined by RedShiftBio to have caused Product failure will require remedial repairs of the affected parts to be completed outside a Service Contract plan at RedShiftBio's then prevailing rates for billable service. RedShiftBio does not warrant parts not purchased from or installed by RedShiftBio.    

         iii. Unless otherwise specified in the Quotation, Service Contract plans do not include Customer training or services related to the relocation of Products.  

         iv. Ancillary equipment not manufactured by RedShiftBio, such as third-party computers, may be excluded from any Service Contract plan at RedShiftBio's discretion. RedShiftBio will pass on to Customer any manufacturer 's warranty of any such ancillary equipment, to the extent permitted by the manufacturer.  

D. Software Support Terms   

1. Scope of Software Support Services.    

(i) These software support terms apply to software support services purchased by Customer from RedShiftBio, whether under a software support plan, another service contract plan, or on time and materials basis. Customer may contract with RedShiftBio for software support by Product type per lab location as specifically identified on a purchase order ("Covered Product ").  In the event Customer has multiple instrument s of the same type in the same lab, customer must buy a multi-instrument software support plan for that instrument type. Multiple software support plans must be purchased to cover different instrument types in the same lab.

(ii) "Software" means the RedShiftBio software programs that are CoveredProducts or, if the Covered Product is an instrument, are included with the Covered Product. RedShift Bio will respond to a request for troubleshooting and telephone assistance for Software via telephone or email ("SW Support Services"). SW Support Services also include releases of Software that RedShiftBio makes generally available to Customers during the software support plan term to correct errors, fix bugs, or create minor improvements, or enhancements of existing features (the " Update(s)") which Updates RedShiftBio will designate by a change in the number to the Update of the Software released during the term of this Agreement.  As used herein, a Software Update is designated by a change in the number to the right of the first or second decimal point.  For greater clarity, Updates do not include those releases of the Software that provide substantial new features or additional functionality which RedShiftBio designates by a change in the number to the left of the first decimal point. Customer acknowledges that all reported errors may not be corrected. Software, including any Updates which will be deemed part of the Software, must be used in accordance with the requirements and obligations in the RedShift Bio Software License Agreement, which is incorporated herein by Reference. If other services are made available by RedShiftBio under a SW Support Services plan, those services will be provided as shown on the applicable Quotation.  

 2. Software Service Limitation - RedShiftBio will not be obligated to provide SW Support Services if any malfunction arises from or relates to (a) an error or malfunction of any third-party software used by Customer either separately or in conjunction with RedShift Bio's Software, or (b) Customer's failure to incorporate the latest Update previously released to Customer.