TERMS AND CONDITIONS
TERMS AND CONDITIONS OF SALES FROM TELEPHONE ORDER, PURCHASE ORDER, WEBSITE ORDER OR CATALOG ORDER
ACCEPTANCE
Acceptance of Customer’s order is
limited to the terms and conditions contained herein and on the face page of this contract. Seller hereby notifies and Customer hereby acknowledges
that
Seller objects to all terms and conditions in any purchase
order
or any other communications from the Customer
which are additional to, different
from, or conflicting with the terms
and conditions contained
herein. Neither the
failure
of Seller to object
to a purchase order or any other communication from the Customer,
nor shipment of the
Products described on the front of this contract shall
be
deemed an acceptance of any terms or
conditions which are
additional to, different from, or conflicting with the terms and conditions
contained herein.
The Customer shall be deemed to
have accepted
all of the terms
and conditions contained herein and
on
the front of the contract, and no other,
upon Customer’s acceptance or use of the
Products described
on the front of this contract.
PRICES & MINIMUM ORDER
POLICY
Prices: Prices set forth on
the front page of this
contract
are exclusive of all federal, state, excise
and
similar taxes, including, without limitation, taxes on manufacture, sales, receipts, and
all costs of transportation, packaging, insurance
and other
costs, including export and import duties,
if applicable. All such
taxes
and costs will be added to the invoice as a separate charge and paid by Customer.
Prices are based on current
costs and therefore subject to change without notice
to
account for changes
in the
cost of raw materials and other direct costs
beyond Seller's control.
Minimum Order Policy:
Orders placed in U.S. Dollars
and shipped through Astral Diagnostics, Inc.
$35.00.
SHIPMENT &
RISK
All sales are freight
and insurance prepaid by Customer from
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 Customer and Customer
shall bear all risk
of loss or damage in transit. The general method
of shipment for each
item
is listed in
Seller’s catalog or website. However, Seller reserves
the right,
in its discretion, to determine the exact method
of shipment. Shipments
made thirty (30) days
after
specified date of delivery,
if date is so
specified, shall constitute
good
delivery. Any delivery
not in dispute shall be
paid for regardless
of other controversies
relating to other
delivered or undelivered Products.
DELAYS
Seller will
not
be liable for any damages
suffered
by Customer
by reason of any delay in the performance
of this contract, or in the delivery or shipment of the
Products,
when such delay is directly
or indirectly caused by, or in any manner arises
from,
fires, floods,
accidents, acts of terrorists, riots, acts of
God, war or insurrection, governmental
interference or embargoes
(whether
by priorities, rationing
or otherwise), strikes,
labor difficulties, shortages
of labor, fuel, power, materials or supplies, transportation
delays
or any other cause
(whether or not similar
to any of the foregoing) beyond
Seller's
control.
If any of the above
mentioned contingencies occur,
Seller reserves the right to
cancel
in whole or in
part, this contract
without any resulting
liability.
TERMS OF PAYMENT & INTEREST
Terms of payment are net cash
thirty (30) days. All payments
shall
be made in U.S.
dollars. Seller reserves
the
right to impose a
money service charge at the rate of one and one-half percent (1 1/2%) per month on
invoices unpaid after thirty (30) days. Any payment
terms specified on the front of this contract supersede any inconsistent part of this
section.
A service fee of 3% will be
added to all credit
card orders over $5,000.00
USD
RAW CHEMICALS
Seller reserves the right to select sources
of supply for raw chemicals. Seller does not guarantee
the
compatibility or performance
of raw chemicals with any specific
customers' Product.
This contract is subject to
Seller's ability
to obtain the necessary raw chemicals. All chemicals
should
be handled only by qualified
individuals trained in
procedures and familiar with the potential
hazards of the chemicals. The absence of warning must not be interpreted as an indication of safety. All chemicals
are offered for research and investigational purposes only and are not intended
for food, drug, cosmetic or household use. Buyer assumes
all
risk and liability for the use
and/or results obtained by the use of the
Products whether
used singly or in combination with other products.
LIMITED WARRANTY
SELLER GIVES NO WARRANTY
AS TO MERCHANTABILITY OR
AS TO FITNESS FOR ANY PURPOSE.
THERE ARE NO WARRANTIES THAT EXTEND BEYOND
THE
DESCRIPTION ON THE FRONT
OF
THIS CONTRACT OR BEYOND
THE TERMS AND CONDITIONS CONTAINED HEREIN. The sole and exclusive warranty provided herein is that the Products sold are warranted to be
free from defects in material
or workmanship
as established by Seller's standards of acceptable quality. This
express warranty is in lieu of
all other warranties, express or implied. Customer's
sole
remedy under this
warranty
is to have its account credited
with the invoice amount,
or at Seller's sole option
to have
any Products which contain defects at variance
with Seller's specifications replaced,
provided the specific defect is
reported to Seller within
fifteen (15) days
after
the date of initial
shipment. Every such
claim under this warranty
shall be deemed
waived by Customer
unless it is made in writing within said fifteen (15) day period. Defective
Products
may be
returned to Seller only after Seller's
inspection and then only upon
receipt of definite instructions for the
return received from
Seller, i.e., the
Customer
must obtain a
written Returned Material Authorization number from
the Seller. Any Products
returned without
Seller's advance written instructions will
not
be received for replacement or credit.
Products returned without defect which
are approved
for return by
the Seller are
subject
to a
restocking charge equal
to 25% of the purchase price of the
subject
item.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL SELLER
BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOSSES
OR
EXPENSES ARISING FROM THIS CONTRACT
OR ITS PERFORMANCE OR IN CONNECTION
WITH THE USE
OF,
OR INABILITY TO USE
THE PRODUCTS FOR ANY PURPOSE
WHATSOEVER, OR
FOR INJURY TO PERSON,
OR DAMAGE TO OR LOSS OF
PROPERTY
OR VALUE CAUSED BY
THE PRODUCTS.
Customer 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 Customer, its officers, agents, employees, successors
or assigns, by Customer’s
customers,
by end
users, by auxiliary personnel
(such as freight handles,
etc.) or by other third
parties,
arising out of, directly
or indirectly, the use
of Seller’s Products, or by reason
of Customer’s failure to perform
its obligations contained herein. Customer shall notify Seller in
writing within
fifteen (15) days of Customer’s
receipt
of knowledge
of any accident, or incident
involving Seller’s
Products which results in personal injury or damage
to property,
and Customer
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 Customer or made
available to
Customer
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.
NO CLAIM OF ANY KIND, WHETHER AS
TO PRODUCTS DELIVERED OR FOR NON-DELIVERY OF PRODUCTS, OR
FOR INJURY TO PERSONS
OR DAMAGE TO OR LOSS
OF
PROPERTY OR VALUE CAUSED
BY ANY PRODUCTS
SOLD
HEREUNDER, SHALL
BE GREATER IN AMOUNT
THAN THE PURCHASE
PRICE OF THE PRODUCTS SUBJECT
TO SUCH CLAIMS.
INTELLECTUAL PROPERTY RIGHTS
Customer shall indemnify and hold Seller harmless
from
and against all
loss, cost, claim, expense, or liability for infringement of any letters patent, trademarks or copyrights
or otherwise, resulting from or arising in connection with
Customer's printed matter,
design, shape, specifications or the sale or use of any item
covered by this contract, or Seller's
compliance with Customer's
instructions.
Customer shall promptly pay or secure any judgment or recovery which may be obtained against Seller with
respect
to any claim covered
by the foregoing, and will pay Seller reasonable
costs
and expenses
incurred in evaluating, defending
and settling such claim in any judicial or administrative proceeding
or in any negotiations prior thereto. Customer shall
notify the Seller in
writing of any claim, demand
or suit against
Customer brought on the
ground that
use or resale by
Customer, or by anyone
purchasing from
Customer,
of the Products
ordered as a
result of this contract
infringes any patent, trademark, service mark, copyright, trade
name,
license or other proprietary right of other parties.
The Seller shall, at its option, have the right to take control of
and defend such claim, demand
or suit at Customer's expense, to approve counsel and to hire its own counsel at Customer's expense to participate in such negotiation or litigation.
CONFIDENTIALITY
Any designs, sketches, formulae, proofs, etc. originated by Seller are submitted
in confidence and will not be
disclosed by Customer
to any third party. Unless
otherwise
agreed in
writing, such items
and all copyrights or patents protecting them are
owned
by Seller.
MODIFICATION
Modifications, additions, cancellations or suspensions
of any order resulting from this
contract
shall not be
effective or binding
upon Seller unless
evidenced in writing
on the front of this
contract
or in a separate
writing,
signed by an
authorized manager of both the
Customer and
the Seller,
expressly
stating the terms modified and
the nature of the modification. This contract supersedes
all
prior agreements, proposals, arrangements
and communications,
whether
oral or written
with respect
to this order.
JURISDICTION
Customer and the Seller, each, to the extent that it may lawfully do so, hereby consents to the jurisdiction of the courts of the State of New Jersey
and the United
States
District Court for the District of New Jersey for any suit, action, or other proceeding arising out of any of its
obligations
hereunder
or with respect to the transactions contemplated hereby, and expressly waives any and all
objections such party may have to venue in any such courts. Each party, to
the extent that it may lawfully
do so, further agrees
that
a summons and complaint commencing an action or proceeding
in any of such courts shall be
properly served and shall confer personal
jurisdiction if served personally or by certified mail
to it as its address provided on the front
of this contract or as otherwise provided under the laws of
the State of New Jersey.
This contract and
the obligations of the parities hereto, shall
be construed in accordance with and all disputes shall be governed by the laws of the
State
of New Jersey,
U.S.A. (without reference
to its conflict
of rules),
including provisions of the
Uniform
Commercial Code as adopted by the State of New Jersey.
LIMITATION OF ACTIONS
No action regardless of form arising out of any contract
with the Customer may be
commenced more than one
(1) year after the cause of
action has accrued except an
action for nonpayment. Customer shall
reimburse Seller for any attorney's
fees and other legal
expenses incurred in enforcing or defending its rights under this
contract.
Unless Customer
notifies Seller in
writing to the contrary
within
five (5) days
after
the receipt
of this contract by Customers, the Customer’s acceptance of the Products
or payment therefore shall be equivalent to
Customer’s assent
to the terms and conditions hereof.
CANCELLATION OF ORDERS FOR UPON REQUEST ITEMS
An order for an
'Upon Request' item, identified by the text in the
'availability' column
on the product page, can only
be cancelled up to the end of the following business day that the
order was placed.
METHOD OF SHIPMENT
Unless specifically advised, we will ship by
United Parcel Service, FedEx, or common carrier. For those hazardous chemicals covered by Department of Transportation, we reserve
the right to elect
the most appropriate
shipping method
in order to
comply
with those regulations.
HAZARDOUS CHEMICALS
All of our chemicals should be handled only by qualified individuals trained in laboratory procedures and
familiar with the potential hazards of the chemicals. The
absence of a warning
must not be interpreted as an indication of safety.
AFFIRMATIVE ACTION
Supplier warrants that it has developed and maintains affirmative action programs for minorities, women, handicapped persons, disabled veterans and veterans of the Vietnam Era. If this Agreement meets the requirements of a subcontract under Executive order 11246, Section 503 of the Rehabilitation Act, or Section 402 of the Vietnam Era Veterans Readjustment Assistance Act, the Equal opportunity Clause(s) applicable under those orders, laws and regulations are specifically incorporated herein by reference. By accepting this Agreement, the Supplier certifies that it is undertaking a commitment to equal opportunity employment and compliance with the aforementioned laws, orders and regulations.
NOTIFICATION OF EE RIGHTS UNDER THE NATONAL LABOR RELATIONS ACT
The employee notice clause required by the U.S. Department of Labor's Final Rule Implementing Exectutive Order 13496, is included and made a part hereof by reference to 29 CFR Part 471, Appendix A to Subpart A
