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Acceptance
- ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED
UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S
ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS
WILL BE BINDING UPON SELLER UNLESS AGREED TO IN WRITING AND
SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF
SELLER. |
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Changes
- Orders arising hereunder may be changed
or amended only by written agreement signed by both Buyer
and Seller, setting forth the particular changes to be made
and the effect, if any, of such changes on the price and time
of delivery. Buyer may not cancel this order unless such cancellation
is expressly agreed to in writing by Seller. In such event,
Seller will advise Buyer of the total charge for such cancellation,
and Buyer agrees to pay such charges, including, but not limited
to, storage and shipment costs, costs of producing non-standard
materials, costs of purchasing non-returnable materials, cancellation
costs imposed on Seller by its suppliers, and any other cost
resulting from cancellation of this order by Buyer which is
permitted by Seller. Certification of such costs by Seller's
independent public accountants shall be conclusive on the
parties hereto. |
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Delivery,
claims, delays - All sales are FCA Seller's
shipping point unless otherwise noted. If Shipping and Handling
Charges are quoted or invoiced, they will include charges
in addition to actual freight costs. Delivery of the goods
to the carrier at Seller's shipping point shall constitute
delivery to Buyer and Buyer shall bear all risk of loss or
damage in transit. The general method of shipment for each
item is listed in Seller's catalog. However, Seller reserves
the right, in its discretion, to determine the exact method
of shipment. Seller reserves the right to make delivery in
installments, all such installments to be separately invoiced
and paid for when due per invoice, without regard to subsequent
deliveries. Delay in delivery of any installment shall not
relieve Buyer of Buyer's obligations to accept remaining deliveries.
Immediately upon Buyer's receipt of any goods shipped hereunder,
Buyer shall inspect the same and shall notify Seller in writing
of any claims for shortages, defects or damages and shall
hold the goods for Seller's written instructions concerning
disposition. If Buyer shall fail to so notify Seller within
five days after the goods have been received by Buyer, such
goods shall conclusively be deemed to conform to the terms
and conditions hereof and to have been irrevocably accepted
by the Buyer.
Seller shall not be liable for any loss, damage or penalty
as a result of any delay in or failure to manufacture, deliver
or otherwise perform hereunder due to any cause beyond Seller's
reasonable control, including, without limitation, unsuccessful
reactions, act of Buyer, embargo or other governmental act,
regulation or request affecting the conduct of Seller's business,
fire, explosion, accident, theft, vandalism, riot, acts of
war, strikes or other labor difficulties, lightning, flood,
windstorm or other acts of God, delay in transportation, or
inability to obtain necessary labor, fuel, materials, supplies
or power at current prices. |
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Allocation
of goods - If Seller is unable for any reason
to supply the total demands for goods specified in Buyer's
order, Seller may allocate its available supply among any
or all Buyers on such basis as Seller may deem fair and practical,
without liability for any failure of performance which may
result there from. |
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Payment
- Terms of sale are net 5 days of date of
invoice, unless otherwise stated. If the financial condition
of Buyer results in the insecurity of Seller, in its sole
and unfettered discretion, as to the ultimate collect ability
of the purchase price, Seller may, without notice to Buyer,
delay or postpone the delivery of the products; and Seller,
at its option, is authorized to change the terms of payment
to payment in full or in part in advance of shipment of the
entire undelivered balance of said products. In the event
of default by Buyer in the payment of the purchase price or
otherwise, of this or any other order, Seller, at its option,
without prejudice to any other of Seller's lawful remedies,
may defer delivery, cancel this Contract, or sell any undelivered
products on hand for the account of Buyer and apply such proceeds
as a credit, without set-off or deduction of any kind, against
the contract purchase price, and Buyer agrees to pay the balance
then due to Seller on demand. Buyer agrees to pay all costs,
including, but not limited to, reasonable attorney and accounting
fees and other expenses of collection resulting from any default
by Buyer in any of the terms hereof. |
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Taxes
and other charges - Any use tax, sales tax,
excise tax, duty, custom, inspection or testing fee, or any
other tax, fee or charge of any nature whatsoever imposed
by any governmental authority, on or measured by the transaction
between Seller and Buyer shall be paid by Buyer in addition
to the prices quoted or invoiced. In the event Seller is required
to pay any such tax, fee or charge, Buyer shall reimburse
Seller therefore; or, in lieu of such payment, Buyer shall
provide Seller at the time the order is submitted an exemption
certificate or other document acceptable to the authority
imposing the tax, fee or charge. |
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Pricing
- Prices shown are in currency of United States
Dollars and are subject to change. Please call us for current
prices if you require this information prior to placing your
order. We guarantee our written US Domestic quotations for
30 days. . When placing your order, please reference our quoted
prices or our pro forma number. If you place your order by
phone, we will confirm our current price at that time. |
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Price
Changes - Shipment will be made promptly even
if prices have been nominally increased. |
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Warranties
- Seller warrants that its products shall
conform to the description of such products as provided to
Buyer by Seller through Seller's catalog, analytical data
or other literature. THIS WARRANTY IS EXCLUSIVE, AND
SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE. Seller's warranties made in connection
with this sale shall not be effective if Seller has determined,
in its sole discretion, that Buyer has misused the products
in any manner, has failed to use the products in accordance
with industry standards and practices, or has failed to use
the products in accordance with instructions, if any, furnished
by Seller.
Seller's sole and exclusive liability and Buyer's exclusive
remedy with respect to products proved to Seller's satisfaction
to be defective or nonconforming shall be replacement of such
products without charge or refund of the purchase price, in
Seller's sole discretion, upon the return of such products
in accordance with Seller's instructions. SELLER SHALL NOT
IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL
DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE
PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR
LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF
REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS
OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD
PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER
EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING
PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY
OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE.
All claims must be brought within one (1) year of shipment,
regardless of their nature. |
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Compliance
with laws, regulations - Seller certifies
that to the best of its knowledge its products are produced
in compliance with all applicable requirements |
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Buyer's
use of products - Seller's products are intended
primarily for laboratory research purposes and, unless otherwise
stated on product labels, in Seller's catalog or in other
literature furnished to Buyer, are not to be used for any
other purposes, including but not limited to, in vitro diagnostic
purposes, in foods, drugs, medical devices or cosmetics for
humans or animals or for commercial purposes. Buyer acknowledges
that the products have not been tested by Seller for safety
and efficacy in food, drug, medical device, cosmetic, commercial
or any other use, unless otherwise stated in Seller's literature
furnished to Buyer. Buyer expressly represents and warrants
to Seller that Buyer will properly test, use, manufacture
and market any products purchased from Seller and/or materials
produced with products purchased from Seller in accordance
with the practices of a reasonable person who is an expert
in the field and in strict compliance with all applicable
laws and regulations, now and hereinafter enacted. Buyer further
warrants to Seller that any material produced with products
from Seller shall not be adulterated or misbranded within
the meaning of the Federal Food, Drug and Cosmetic Act and
shall not be materials which may not, under Sections 404,
505, or 512 of the Act, be introduced into interstate commerce.
Buyer realizes that, since Seller's products are, unless otherwise
stated, intended primarily for research purposes, they may
not be on the Toxic Substances Control Act (TSCA) inventory.
Buyer assumes responsibility to assure that the products purchased
from Seller are approved for use under TSCA, if applicable.
Buyer has the responsibility to verify the hazards and to
conduct any further research necessary to learn the hazards
involved in using products purchased from Seller. Buyer also
has the duty to warn Buyer's customers and any auxiliary personnel
(such as freight handlers, etc.) of any risks involved in
using or handling the products. Buyer agrees to comply with
instructions, if any, furnished by Seller relating to the
use of the products and not misuse the products in any manner.
If the products purchased from Seller are to be repackaged,
relabeled or used as starting material or components of other
products, Buyer will verify Seller's assay of the products.
No products purchased from Seller shall, unless otherwise
stated, be considered to be foods, drugs, medical devices
or cosmetics.
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Buyer's
Representations and Indemnity - Buyer represents
and warrants that it shall use all products ordered herein
in accordance with Paragraph No. 9 "Buyer's Use of Products",
and that any such use of products will not violate any law
or regulation. Buyer agrees to indemnify and hold harmless
Seller, its employees, agents, successors, officers, and assigns,
from and against any suits, losses, claims, demands, liabilities,
costs and expenses (including attorney and accounting fees)
that Seller may sustain or incur as a result of any claim
against Seller based upon negligence, breach of warranty,
strict liability in tort, contract, or any other theory of
law brought by Buyer, its officers, agents, employees, successors
or assigns, by Buyer's customers, by end users, by auxiliary
personnel (such as freight handlers, etc.) or by other third
parties, arising out of, directly or indirectly, the use of
Seller's products, or by reason of Buyer's failure to perform
its obligations contained herein. Buyer shall notify Seller
in writing within fifteen (15) days of Buyer's receipt of
knowledge of any accident, or incident involving Seller's
products which results in personal injury or damage to property,
and Buyer shall fully cooperate with Seller in the investigation
and determination of the cause of such accident and shall
make available to Seller all statements, reports and tests
made by Buyer or made available to Buyer by others. The furnishing
of such information to Seller and any investigation by Seller
of such information or incident report shall not in any way
constitute any assumption of any liability for such accident
or incident by Seller. |
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Patent
disclaimer - Seller does not warrant that
the use or sale of the products delivered under will not infringe
the claims of any United States or other patents covering
the product itself or the use thereof in combination with
other products or in the operation of any process. |
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Returns
- Goods may not be returned for credit except
with Seller's permission, and then only in strict compliance
with Seller's return shipment instructions. Certain items
may not be returned for credit. These items include: diagnostic
reagents, refrigerated or frozen products; reagents and standards
which have passed their expiration dates; custom products
or special orders; products missing labels, parts, or instruction
manuals; and books, computer software and equipment removed
from their original packaging. Any returned items may be subject
to a 20% processing fee. |
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Technical
Assistance - At Buyer's request, Seller may,
at Seller's discretion, furnish technical assistance and information
with respect to Seller's products. SELLER MAKES NO WARRANTIES
OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION
PROVIDED BY SELLER OR SELLER'S PERSONNEL. ANY SUGGESTIONS
BY SELLER REGARDING USE, SELECTION, APPLICATION OR SUITABILITY
OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY
UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED
BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER.
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Miscellaneous
- Seller's failure to strictly enforce any
term or condition of this order or to exercise any right arising
hereunder shall not constitute a waiver of Seller's right
to strictly enforce such terms or conditions or exercise such
right thereafter. All rights and remedies under this order
are cumulative and are in addition to any other rights and
remedies Seller may have at law or in equity. Any waiver of
a default by Buyer hereunder shall be in writing and shall
not operate as a waiver of any other default or of the same
default thereafter.
If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not be affected or impaired
thereby. The paragraph headings herein are for convenience
only; they form no part of the terms and conditions and shall
not affect their interpretation.
This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by, the parties hereto, and their respective
heirs, personal representatives, successors and assigns. |
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Governing
Law - All disputes as to the legality, interpretation,
application, or performance of this order or any of its terms
and conditions shall be governed by the laws of the State
of Baja-California. including its conflict of laws principles.
Each party to this order agrees that any dispute arising between
them which results in either party instituting court proceedings
shall be litigated in the State of Baja-California, Mexico. |
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