Last Updated: 08/19/2019

TERMS AND CONDITIONS

TERMS AND CONDITIONS OF SALES FROM TELEPHONE ORDER, PURCHASE ORDER, WEBSITE ORDER OR CATALOG ORDER


1. 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.

2. 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.

3. 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.

4. 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.

5. 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

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.