ALL PURCHASES OF PRODUCTS ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE PURCHASER'S AGREEMENT AND ACCEPTANCE TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND ANY MODIFICATIONS MADE BY SELLER FROM TIME TO TIME. ANY VARIATIONS AND MODIFICATIONS TO THESE TERMS AND CONDITIONS BY BUYER WILL NOT BE BINDING UPON SELLER UNLESS EXPRESSLY AGREED TO IN WRITING BY SELLER.

Delivery. Unless otherwise noted by Seller, shipments shall be delivered F.O.B at Seller’s shipping dock in Malvern, PA. Title and liability for loss or damage shall pass to Buyer upon Seller’s delivery to Buyer’s designated carrier. If Shipping and Handling, insurance, and additional fees are quoted or invoiced, such charges will be added to actual freight costs. Seller reserves the right, in its discretion, to determine the exact method of shipment and to make delivery in installments, each installment to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delivery dates are estimates, and any delay in delivery of any installment shall not relieve Buyer's obligations to accept remaining deliveries.
Seller shall not be liable to Buyer if Seller for any reason fails to deliver the total demand for goods specified in Buyer's order.

Return. Buyer shall immediately inspect and notify Seller in writing within five (5) days of receipt of goods shipped hereunder of any claims for shortages, defects or damages. Buyer’s failure to so notify Seller shall conclusively deem the goods to conform to these terms and conditions and shall be irrevocably accepted by Buyer. All return products must be returned in strict compliance with Seller’s return shipment instructions inclusive of the original packaging within 30 days of purchase. If qualified, approved, and accepted for return by Seller, Buyer will receive a credit less any return shipping and handling and any other applicable charges and fees. Seller reserves the right to charge a 20% restocking and processing fee of the original invoice amount for all returns. Notwithstanding the foregoing, any special order or out-of-specification items purchased hereunder by the Buyer will not be accepted for return, and are sold “AS IS” and “WITH ALL FAULTS.”

Payment. Seller accepts different forms of payment for its products including checks, money orders, wire transfers and all major credit cards, including Visa, MasterCard, and American Express. Delivery or shipment of product will not be made by Seller unless all necessary payment and credit related transactions are completed. Buyer shall provide true, accurate, recent and valid credit card information. Seller reserves the sole right to decide on the terms of payment and has the right to change any fees, terms and charges at any time in advance of shipment of products. In the event of default by Buyer in the payment of the purchase price, fees, charges, taxes or any portion thereof, of this or any other order, Seller, at its option, without prejudice to any other of Seller's lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to Seller on demand. Buyer agrees to pay all costs, 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.

Changes and cancellation. Purchase orders arising hereunder may not be changed or cancelled unless expressly agreed to in writing by Seller. In such event, Buyer agrees to pay any fees incurred by Seller or its suppliers for such change or cancellation, including but not limited to restocking/cancellation fees, storage and shipment costs, or costs of special orders.

Taxes and other charges. 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 either reimburse Seller therefor or 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.

Limited warranty. Seller warrants that any product sold hereunder shall be free from defects and in materials and workmanship and will conform to Seller’s published specifications for such product. Notwithstanding the foregoing, any special order or out-of-specification items purchased hereunder by the Buyer are sold “AS IS” and “WITH ALL FAULTS.” THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Seller.

Liability and Disclaimer. Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to defective or nonconforming products, confirmed and proven to Seller's satisfaction, shall be replacement or repair of such products or credit to Buyer’s account for such product, in Seller's sole discretion, upon the return of such products in accordance with Seller's instructions. 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. Seller warrants that its products shall conform to the description of such products as provided to Buyer by Seller through Seller's catalog, analytical data or other literature. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature.

Compliance with laws, regulations. Seller certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules and orders issued pursuant thereto.

Buyer's awareness and use of products. Seller's products are intended primarily for laboratory research purposes and are not to be used alone or in combination with any other product 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, use, manufacture and market any products purchased from Seller in strict compliance with all applicable State, Federal, and International laws and regulations, now and hereinafter enacted. Buyer has the responsibility to verify the potential hazards involved in using products purchased from Seller, and to use or develop proper methods for the safe handling of all 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. Buyer assumes all risk and liability resulting from the resale, repackaging, and/or relabeling of any products sold hereunder.

Buyer's Representations and Indemnity. Buyer 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 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 fifteen (15) 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.

Patent disclaimer. Seller does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any United States or foreign patents.

Technical Assistance. At Buyer's request, Seller may, at Seller's discretion, furnish technical assistance and information with respect to Seller's products. SELLER MAKES NO WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED BY SELLER OR SELLER'S PERSONNEL. ANY SUGGESTIONS BY SELLER REGARDING USE, SELECTION, APPLICATION OR SUITABILITY OF THE PRODUCTS SHALL NOT BE CONSTRUED AS AN EXPRESS WARRANTY UNLESS SPECIFICALLY DESIGNATED AS SUCH IN A WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER.

Miscellaneous. Seller's failure to strictly enforce any term or condition of sale or to exercise any right arising hereunder shall not constitute a waiver of such right unless expressly waived in writing by Seller. All rights and remedies provided hereunder are cumulative and in addition to any other rights and remedies Seller may have at law or in equity. 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. 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.

Governing Law. All disputes as to the legality, interpretation, application, or performance of any purchase made under these terms and conditions shall be governed by the laws of the State of Pennsylvania including its conflict of laws principles. Buyer agrees that any dispute arising hereunder resulting in court proceedings shall be commenced and litigated in either the U.S. District Court for the Eastern District of Pennsylvania or in the Common Pleas Court for the City of Philadelphia.

Export Compliance. Seller’s products, programs, and services are subject to U.S. export laws, rules, treaties, regulations, and international agreements. All entities and individuals who access Seller’s website and review these terms and conditions assume the responsibility of abiding by the U.S. export laws, rules, treaties, regulations, and international agreements along with applicable foreign laws when transferring, selling, importing, exporting, re-exporting, deemed exporting, diverting, or otherwise disposing of such products, programs, and services, and represent that they are neither in a sanctioned country nor an individual or entity whose access to this website is restricted by U.S. export laws, rules treaties, regulations and international agreements.