Terms & Conditions

The following terms and conditions shall be incorporated into any agreement (“Agreement”) you have with REDCOM Laboratories, Inc. (“REDCOM”). These terms and conditions may be updated at REDCOM’s sole discretion. Any updates to these terms and conditions will be posted at this link. The terms “Party” and “Parties” shall have the meaning set forth in the Agreement.

MISCELLANEOUS.

(a) Amendments.

This Agreement may only be amended, modified, or supplemented by a written instrument executed by both Purchaser and Seller. Any oral agreements or understandings that seek to amend or alter the terms of this Agreement shall be void and of no force or effect. All amendments must specifically reference this Agreement and be signed by the authorized representatives of each party to be valid.

(b) Attorney’s Fees and Costs.

You agree to pay REDCOM all reasonable attorneys’ fees and costs incurred by REDCOM in enforcing this Agreement, as well as any costs and damages resulting from your breach of the Agreement.

(c) Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

(d) Entire Agreement.

This Agreement constitutes the complete understanding between the Parties regarding its subject matter and supersedes all prior agreements and communications. If the Parties have a separate Non-Disclosure Agreement, this Agreement does not supersede or terminate it with respect to the protection of confidential information. Any modifications or amendments to this Agreement must be in writing and signed by both Parties.

(e) Force Majeure.

A force majeure event (“Force Majeure”) includes, but is not limited to, acts of God, pandemics, epidemics, fires, storms (including named storms identified by the National Weather Service or other appropriate government agency), floods or other casualty events, riots, invasions, accidents, strikes, lockouts, walkouts, government interference or regulation, government declarations of national or state disasters or emergencies, acts of terrorism or threats thereof, appropriation or rationing, inability to secure goods, materials, or shipments, epidemics (including, without limitation, COVID-19), viral outbreaks, quarantine restrictions, or other public health restrictions, or any other similar event or condition beyond the reasonable control of the party required to perform under this Agreement. In the event of a Force Majeure, the affected party shall promptly notify the other party in writing, specifying the nature and anticipated duration of the Force Majeure event. The obligations of the affected party, to the extent they are impacted by the Force Majeure event, shall be suspended for the duration of the event; provided, however, that pandemics and/or epidemics (including without limitation COVID-19) shall not be a reason to delay payment of any amount due to REDCOM. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure and resume performance as soon as practicable. If the Force Majeure event continues for a period exceeding thirty (30) days, either party may terminate this Agreement upon ten (10) days written notice to the other, without further liability, except for any obligations that accrued prior to the Force Majeure event or that are unrelated to the affected performance. However, Force Majeure events shall not excuse or delay any monetary obligations outlined in this Agreement.

(f) Governing Law and Venue.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Ontario County, New York, and each party hereby submits to the exclusive jurisdiction of such courts.

(g) Headings.

The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

(h) Notices.

Except as otherwise specified, any notices under this Agreement shall be delivered by a commercial courier service or sent via certified mail, return receipt requested, to the Parties’ respective addresses listed in the Agreement or any substitute address provided with proper notice.

(i) Publicity.

Neither Party shall disclose the specific terms and conditions of this Agreement without the prior written consent of the other Party, except as required by applicable law. 

(j) Relationship of the Parties.

This Agreement does not establish a principal-agent, partnership, or joint venture relationship between the Parties, nor does it authorize either Party to incur debts, liabilities, or obligations on behalf of the other (except as specifically outlined herein). Neither Party has the authority to bind, obligate, or commit the other without prior written approval.

(k) Severability.

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed null and void and severed from this Agreement, while the remaining provisions shall remain in full force and effect. 

(l) Successors and Assigns.

This Agreement is binding upon and benefits the Parties and their respective successors and assigns. You may not assign this Agreement or its rights and duties without the prior written consent of REDCOM, except to a successor of all or substantially all of your assets or business, provided that such successor agrees in writing or by law to be bound by the terms of this Agreement.

(m) Taxes.

You, not REDCOM, are responsible for all taxes arising from your activities under this Agreement, including but not limited to federal, state, and local taxes, Social Security tax, Unemployment Insurance taxes, and any other required business license fees. 

(n) Third-Party Beneficiary.

This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity, other than the Parties to this Agreement, any legal or equitable right, benefit, or remedy of any nature whatsoever as a third-party beneficiary.

(o) Waiver.

Any waiver of any provision of this Agreement must be in writing and signed by the party granting the waiver. No waiver of any term or condition of this Agreement shall be deemed a continuing waiver or a waiver of any other term or condition, whether or not similar, nor shall any waiver constitute a waiver of any subsequent breach or default of the same provision. The failure of any party to enforce any of the provisions of this Agreement at any time shall not be construed as a waiver of such provisions or the right of that party to enforce each and every provision in the future.