Terms & Conditions
1. Acceptance — By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms and Conditions”, "Terms of Service", “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms and Conditions apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
2. Changes — Orders 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 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. Delivery, Claims, Delays — All sales are FOB 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 Buyer and Buyer shall bear all risk of loss or damage in transit. 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.
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.
4. Payment — For all new Buyers and international shipments, Buyer is required a prepayment of full Invoice amount, to be charged when product is shipped. Only for the domestic Buyers who have a credit history with us, or have supplied us with one, the terms of sale are net 30 days of date of invoice, unless otherwise stated. Seller may refuse to sell to any Buyer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment history. For any overdue payments, the buyer will be obligated to pay a delay fee at 10% of the outstanding amount each month.
Payments must be made in U.S. dollars, with checks being drawn on a U.S. Bank. International money orders, VISA, Mastercard, Discover, and American Express are also accepted.
5. 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 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.
6. Pricing — Prices shown are for small quantity. Please contact us for bulk orders prior to placing your order. We guarantee our written quotations for 30 days. When placing your order, please reference our quoted prices or our pro forma number. If you place your order by phone, we will confirm our current price at that time. Prices are subject to change without notice.
7. Warranties — Seller warrants that, for a period of thirty (30) days from the shipment date of the product to you (the “Warranty Period”), its products shall reasonably conform to the descriptions as set forth in each product’s accompanying product documentation. 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. The warranty obligations of Seller shall apply only if Buyer makes a warranty claim during the Warranty Period by calling Seller at (650) 630-9156.
Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, minus a restocking fee of 20% of the product value, in Seller's sole discretion, upon the return of such products in accordance with Seller's instructions. 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 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.
8. Buyer's Use of Products — Seller's products are intended for in-vitro use only. No license is either granted or implied by the sale of any products to Buyer. The information on this website is believed to be accurate, but all recommendations are made without warrant. Seller disclaims any liability in connection with the use of the information, and does not warrant against infringement by reason of use of its products in combination with other materials, in any process, or otherwise.
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 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.
10. Patent Disclaimer — Seller does not warrant that the use or sale of the products delivered under will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
11. 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.
12. Governing Law — 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 California.