TERMS AND CONDITIONS OF SALE
1. (a) Except as expressly stated herein, the seller does not warrant the material covered by this agreement in any manner whatsoever and no warranty, express, implied or statutory, is made by the seller. Seller makes no representation or warranty that the material is merchantable or fit for a particular purpose.
(b) Seller in no event shall be liable for incidental or consequential damages in connection with this contract. Consequential damages shall include loss of use, income or profit.
(c) The maximum liability of the seller or producer, if any, on account of inferior quality, defective condition, delay, unsuccessful reactions, failure to ship or from any other cause shall be to refund if paid, or otherwise credit buyer the purchase price of that part of the material which is subject to the condition or cause on which claim is based.
2. Acceptance of this order is expressly conditioned upon the terms and conditions contained herein and buyer agrees to comply with said terms and conditions unless agreed to in writing by the Seller and Buyer.
3. The terms of sale are net 30 days of the date of the invoice unless otherwise stated. If the financial condition of the Buyer results in the insecurity of the Seller, in its discretion, the Seller may without notice to Buyer postpone delivery of the goods and Seller, at its option, is authorized to change the terms of payment by Buyer. Buyer will incur a finance charge of eighteen percent per annum (1.5% per month) for unpaid invoices beyond the stated terms. Buyer agrees to pay all costs, including but not limited to attorney fees or other expenses of collection resulting from any default by Buyer.
4. Title and risk of loss shall pass to Buyer as soon as the materials delivered on board common carrier or other carrier specified by Buyer at our warehouse or delivered on board common carrier at other specified F.O.B. point.
5. Carrier weights at point of shipment shall govern. Shortages of less than one percent (1%) of the net weight will not be allowed.
6. Buyer will examine and test each shipment on arrival at destination. Any claims against Seller or producer will be waived unless made in writing and received by Seller within fifteen days (15) after the arrival of the material at the destination. No claim shall be allowed for any cause as to material which has been treated or processed in any manner. No material shall be returned for credit by Buyer without prior written consent of Seller.
7. Buyer assumes all risks and liability for results of the use of the material, including any changes made in the composition or form thereof or its use in combination with other materials.
8. The goods sold are for research and development use or for manufacturing use in compliance with EPA regulations. Buyer realizes that Seller’s products are, unless otherwise stated, intended for research purposes, and that 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. The goods are not to be used clinically, pharmaceutically or as a food preparation.
9. Buyer assumes all responsibility for the safe handling and utilization of the goods sold. Buyer is responsible to take all appropriate precautions against possible dangers arising out of any unknown hazard or toxicity of the goods. Buyer has the sole responsibility of disposing of any waste associated with material purchased including containers in full compliance with federal, state, or other regulations.
10. Seller, upon Buyer’s request, may furnish technical advice with reference to the use of the material sold hereunder, but it is expressly agreed that there is no obligation to furnish any such advice and, if any such advice is furnished, it shall be given and accepted at Buyer’s sole risk. Buyer agrees to indemnify and save harmless Seller from costs, fees or losses resulting from claims or suits brought by third parties claimed to be based upon advice by seller.
11. Seller shall not be held responsible for failure or delay in shipping or delay in manufacture of the goods. Any shipment made by Seller before receipt of written notice from Buyer that the latter cannot accept shipments shall be accepted by Buyer and in any event paid for by Buyer.
12. Prices are subject to change by Seller without notice. Pricing for orders accepted for shipment within sixty days will be invoiced at the price stated at the time of acceptance of the order. On any order or any part of an order actually shipped sixty days or more after the date of acceptance, prices in effect at the time of shipment will apply. Before making any shipment at a price in excess of that stated in the accepted order, Seller will notify Buyer and thereupon Buyer shall have the right to cancel the part of the order to which the increased price applies.
13. Seller makes no express or implied representation that 1) the goods sold do not infringe on any existing or pending patent, or 2) patents covering the goods do not exist, or 3) the goods are sold pursuant to a license held by the Seller under any existing or pending patent. Buyer assumes all responsibility for determining if patents or pending patents exist which cover the goods sold.
14. Seller reserves the right to refuse sale of any materials if the user is unable to demonstrate that professional supervision is available to provide compliance with EPA, OSHA, Right to Know Laws or to handle materials of unknown safety and toxicity potential.
15. This agreement shall be deemed separable as to the materials sold. Buyer may not refuse to accept any lot or portion of the material shipped hereunder on the ground that there has been a failure to deliver any other lot or material if any other lot was nonconforming.
16. All orders are subject to written acceptance and confirmation by the Seller at its Office in Morrisville, Pennsylvania. Changes to the contract shall be made only in writing signed by duly authorized representatives. This contract shall be governed and construed according to the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania.