1. ACCEPTANCE. All Sales here in are subject to and expressly conditioned under this Terms and Conditions, 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. The Buyer is deemed to have accepted the terms and conditions by acceptance of the product or service by issuing purchase order (“PO”) or purchase contract. Seller reserves the right to accept or reject any purchase agreement or confirmation. Buyer has no right to cancel or defer shipment, delivery or installation unless agreed to in writing by Seller.
2. CHANGES. Orders from buyer 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.
3. PAYMENT. Terms of sale are net 30 days of date of invoice, unless otherwise stated. Seller reserves the right to modify such credit terms in its sole and absolute discretion. Failure to make prompt and full payment from buyer hereunder constitutes a material breach of this Agreement and affords Seller the right to suspend its performance without liability to Buyer and cancel this Agreement and any purchase orders. Buyer has no right of setoff. If full payment is not made when due, Seller shall be entitled to interest on any amount unpaid at the rate of 2.5% per month until Seller receives payment in full. In addition, if any amount payable to Seller is not received by Seller within 10 days of the due date, a late payment processing charge equal to 10% of such delinquent amount will be paid by Buyer to Seller to defray the expense incident to the processing, administration and collection of delinquent payments. Buyer agrees to pay Seller for any and all expenses Seller may incur, , 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.
4. DELIVERY, CLAIMS AND DELAYS. All sales are FOB/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 products 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 and shall hold Seller harmless. Loss or damage to the Products after risk of loss has passed to Buyer will not release or excuse Buyer from its obligations under this Agreement to Seller, including the obligation to make full payment of the purchase price. 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 products 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 products for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller within 10 days after the products have been received by Buyer, such products 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.
5. ALLOCATION OF PRODUCTS. If Seller is unable for any reason to supply the total demands for products specified in Buyer's order, Seller may allocate its viable 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 therefrom.
6. TAXES AND OTHER CHARGES. The price of the Products or Services specified does not include federal taxes, state or local sales taxes, use taxes, occupational taxes or import duties. 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.
7. LIMITED WARRANTY AND DISCLAIMER OF ALL OTHER WARRANTIES. Seller warrants for a period of 30 days commencing on the date of delivery that the product and service meet or exceed the specifications provided by Seller and are free of material defects. Buyer’s exclusive remedy in connection with these express warranties is the repair or replacement of the product or service or, at Seller’s option, a refund of the purchase price, if any, actually paid by Buyer for the nonconforming product or service. If Buyer to obtain the refund of the purchase price, Buyer shall first ship the product subject to the refund to Seller and transfer the said product title to Seller in a safe or stable condition.
Except for the express limited warranty set forth in this section 7, Seller makes no express or implied warranties in the terms and conditions or otherwise. To the fullest extent permitted by law, Seller disclaims all warranties, written, express or implied, including all warranties of merchantability and/or fitness for a particular purpose. Seller does not warrant that the use or sale of the products delivered 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.
Product and its related information or literatures provided by Seller are in accordance with the technology and conditions available to Seller. Interpretations, assessments and conclusions are prepared with a reasonable care but Buyer acknowledges that in any event they can only be considered as being an opinion. Seller does not guarantee that they will always be correct or absolute. In all cases Buyer must verify the validity of any interpretation, assessment and conclusion supplied by Seller. Product and its information prepared by and supplied by Seller are exclusive for the use of Buyer and may not be divulged to a third party without the prior written consent of Seller, which consent may be withheld by Seller in its sole discretion. In case such written consent is given by Seller, Buyer shall indemnify, defend and hold Seller harmless for any damages arising from, in connection with or related to the divulgence of such results to a third party.
8. 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, store, and use 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.
9. BUYER’S REPRESENTATIONS AND INDEMNITY. Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 8 "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 to 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 ten (10) 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.
10. REJECTION AND RETURNS. Any rejection of acceptance of product or service by Buyer must be made within five (5) days of delivery of such product and service and any attempted rejection or revocation of acceptance of such products and services made thereafter shall be null and void unless agreed to in writing by Seller. Failure to make a claim within such period shall be conclusive evidence that the products and services were satisfactory in all respects and supplied in accordance with ordered specifications. Return may not be returned for credit except with Seller's permission, and then only in strict compliance with Seller's return shipment instructions. Certain products may not be returned for credit. These products include: custom products or special orders; products missing labels, parts, or instruction manuals removed from their original packaging. Any returned products may be subject to a 20% processing fee.
11. DEFAULT. The failure of Buyer to perform any obligation hereunder, the failure to materially perform any other agreements between Buyer and Seller, or Buyer’s bankruptcy, insolvency, fraud or inability to pay its debts as they mature, shall constitute a default under this agreement and shall, in addition to any other remedies at law or in equity, afford Seller, among other remedies, all of the remedies of a secured party under the applicable Uniform Commercial Code. In the event of such default, Seller may, in addition to pursuing any of the remedies provided by law, equity or as set forth in this agreement, refuse to provide warranty, repair and/or maintenance service and/or deliver products under this or any service or maintenance agreement relating to the products, and may also cancel this agreement and any pending orders without liability to Buyer. In the event of default, Seller may also, without limiting its other remedies, terminate this agreement and apply any and all payments received hereunder or otherwise from Buyer to any damages that Seller may have as a result of the breach of this agreement or otherwise. To the fullest extent permitted by law, all of Seller’s rights and remedies under this agreement shall be cumulative and not exclusive.
12. RELATIONSHIP. The relationship between Seller and Buyer shall be that of independent contractors and shall not be construed as a joint venture or partnership between Seller and Buyer, nor a contract for employment between Seller and Buyer. Neither party, its agents and employees, shall under no circumstances be deemed the employees, distributors, franchisees, agents or representatives of the other party.
13. 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.
14. GOVERNING LAW AND JURISDICTION. 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 New Jersey 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 either the federal court or state court for the Middlesex County, New Jersey.
Quality Phytochemicals LLC provides services in several areas:
If you need to order, have questions or comments, please contact us by phone or email listed below:
- Quality Phytochemicals, LLC
- New Jersey, USA
- Phone: (908)510-9277
- Fax: (732)390-0524
- Email: firstname.lastname@example.org