Exclusive Terms. Notwithstanding any terms included in any purchase order issued by Buyer, the terms and conditions of this Terms and Conditions of Sale shall be the sole and exclusive terms relating to the sale of the goods described on the front of this Sale Order. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed an acceptance thereof or waiver of any provision of this order.
Prices. Prices are stated in United States dollars and do not include any federal, state or local taxes or other governmental fees, assessments or charges on the articles. Wherever applicable, the taxes or other fees, assessments or charges will be for the account of Buyer and may be added to the invoice as a separate charge to be paid by Buyer. Omission of any taxes or fees does not limit Buyer’s obligation for payment.
Payment. The purchase price for the goods sold hereunder shall be payable in lawful money of the United States of America, or by check drawn upon and duly certified by a bank satisfactory to Seller and payable in such money unless otherwise specified on the face of page hereof. Payment terms for all orders, including taxes and shipping shall be Net 30 days from the date of shipment of conforming goods by Seller.
Risk of Loss; Delivery. Delivery terms shall be strictly FOB Seller’s place. All risks of loss or damage to the goods sold will be borne by Buyer upon delivery by Seller to a common carrier. Cost of transportation from the delivery plant will be for Buyer’s account. Seller reserves the right to select the means of shipment and carrier, if any, unless specific shipping instructions are received from Buyer.
Force Majeure. Seller shall not be liable for delays in delivery or non-delivery of all or part of the articles, resulting from any cause beyond its control, including without limitation, act of God, fire, flood, strike, lockout, factory shutdown or alteration, act of civil or military authority, insurrection, riot, war, transportation shortage or delay, weather, accident, operations of law or governmental regulations, or delay in obtaining or inability to obtain labor or material. Delivery dates will be extended to the extent of delays resulting from the circumstances described above, and no delivery shall be deemed overdue regardless of cause if delivery is made within 90 days from the estimated delivery date.
Limitation of Liability. Seller’s liability for failure to deliver the articles, regardless of cause, will be limited to the payment to Buyer such part of the purchase price as Buyer may have paid to Seller. In no event shall Seller be liable for any general, consequential or incidental damages, including, without limitation any damages for loss of use, loss of profits, or loss of business. Buyer shall be solely responsible for and shall indemnify Seller for all loss, costs or damage, including attorney’s fees, arising from Buyer’s failure to strictly comply with all instructions given by Seller with respect to the use, labeling, storage or handling of the goods, or Buyer’s failure to comply with any requirements imposed by law. In no event shall Seller’s liability to Buyer or anyone claiming through Buyer, regardless of theory of law or form of action, exceed the amount paid by Buyer for the goods which caused the damage which is the basis of Buyer’s claim.
Warranty. Seller’s sole warranty as to the products sold herein is that they will conform to the specifications for the goods which are agreed to between Buyer and Seller. Except as expressly set forth herein, no warranty, whether of merchantability, fitness for purpose or otherwise, express or implied in fact or by law, is given by Seller with respect to any of the goods sold hereunder, whether for breach of any warranty, negligence of manufacture or otherwise. The obligations of Seller set forth in its current warranty form shall be the exclusive remedy of Buyer for any breach of warranty. Buyer’s sole and exclusive remedy for a breach of this warranty shall be the replacement of the goods or the return of the purchase price.
Governing Law; Jurisdiction. This agreement will be governed by the Uniform Commercial Code as adopted in the State of New York as effective and in force on the date of this Sale Order. Exclusive jurisdiction and venue for the resolution of any and all claims and disputes arising out of this transaction shall be in the state and federal courts situated in in Suffolk County, New York, and the parties hereto hereby consent to personal jurisdiction in Suffolk County, New York.
Enforceability. In the event any provision of this Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without affecting the remainder of such provision or the remaining provisions of this agreement, which shall continue in full force and effect.
Conflict. In the event of conflict between the terms on the front side hereof and those stated in these Terms and Conditions of Sale, the terms on the front side hereof shall prevail. In the event of conflict between the terms of this Sale Order and any other agreement between the parties relating to the subject matter of this sale, the terms of this Sale Order shall prevail.
Acknowledgment for Use in Hybrid or Derivative Products for Resale. If Seller’s product(s) is used as a component of, incorporated into, or used to prepare a hybrid or derivative product for commercial sale, the Seller’s product name and trademark must be included in the product information, product instructions, package insert or specification for the hybrid or derivative product.
Non-transferability of warranty and liability. Seller’s products are warrantied only to meet Seller’s product specifications. Seller does not warranty or accept liability for any loss, damage or other adverse events arising from the manufacture, sale or use of Seller’s products in any hybrid or derivative product, or any product that is prepared using Seller’s product(s).
Intellectual Property Created in the Creation of Custom Products or Contract Work. Seller exclusively owns all intellectual property rights in any inventions (patentable or otherwise), discoveries, improvements, data, know-how, or other results that are conceived, developed, discovered, reduced to practice, or generated by or for Seller in relation to processes, methods, or related synthesis of any new or custom product, or otherwise in connection with designing or manufacturing a custom product. Buyer agrees to transfer and assign to Seller any right, title, and interest in and to any intellectual property created in the process of custom synthesis or contract research conducted at or by Seller.
I attest that my purchase is tax exempt; otherwise, I agree to contact Nanoprobes to make payment as required.
