Terms and Conditions for the Sale of Goods
The following terms and conditions shall exclusively apply for all CTL Scientific Supply Corp. Sales and shall be an integral part of each single contract concluded between CTL Scientific Supply Corp. (“Seller”) and another party (“Buyer”). Sales become a binding contract, subject to the terms and conditions hereof, when accepted by acknowledgement and/or commencement of performance thereon.
1. The Contract.
Each contract relates to the sale of the goods described in the invoice by CTL Scientific Supply Corp. (‚”Seller”) to the company or person named under the section ‚”Bill To" on order confirmation or shipping bill (“Buyer”) and is expressly limited to the following terms and conditions. It is a condition of this contract that any provisions printed or otherwise contained in any purchase order for the goods received from Buyer or in any acknowledgment or acceptance of this contract which are inconsistent with or in addition to these terms and conditions shall have no force or effects and shall not constitute any part of the contract of purchase or sale. In case of any conflicts between the terms and conditions set forth below and other terms and conditions used by the Buyer, this Seller’s terms and conditions shall control. THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN SELLER AND BUYER RELATING TO THE GOODS. THERE ARE NO UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, NOT EXPRESSLY SET FORTH HEREIN. This contract shall be construed in accordance with and governed by the laws of the State of NEW YORK, without giving effect to the principles of conflicts of laws thereof.
2. Terms and Credit.
(a) Except as set forth on the bill, payment of the entire purchase price for the goods shall be made net within thirty (30) days of the invoice date with established credit. Terms of sale are FOB Deer Park, New York. Buyer shall pay a late fee on the unpaid purchase price for the goods at the rate of 1.5% per month calculated on a daily basis from the 31st day following the shipment date or legal limit. (b) This contract is given and accepted subject to limitation or withdrawal of credit determinable at any time by Seller acting in good faith. Seller may require at any time assurances satisfactory to Seller or Buyer's ability to pay the purchase price for the goods when due. For your convenience we offer the following credit card options: Visa, Mastercard, American Express. (c) Prices shown are in U.S. dollars and are subject to change.
(a) Title shall pass to Buyer and Se||er’s liability shall cease on making delivery to carrier at Seller's facility in good condition. Each delivery to be made hereunder shall constitute a separate sale. (b) Each invoice shall be paid in full when due at the contract prices regardless of controversies relating to other delivered or non-delivered goods. (c) The good shall be shipped to the destination and in the manner set forth on the shipping bill or invoice. In the absence of such shipping provisions, Seller shall deliver the goods to buyer in a commercially reasonable manner. (d) Any delivery date set forth on any document by CTL Scientific Supply Corp. shall not be legally binding. (e) All containers with goods paid for by Buyer and delivered to Buyer belong to Buyer, and Seller shall not be required to accept their return or otherwise dispose of them.
4. Inability to Perform.
Seller shall not be liable for late shipment or delivery or non-delivery, of the goods (i) as the result of fires, floods, accidents, Acts of God, embargoes, shortages of materials, labor or power, or from any other cause or contingency beyond Seller's reasonable control, or (ii) if at any time production shall be curtailed or shut down by a strike, work stoppage or labor trouble at SeIIer’s or SeIIer’s suppliers’ plant. If any of the foregoing events occurs, Seller may make deliveries of the goods proportionate to production and /or postpone the shipment or delivery period of the goods to a reasonable time after the difficulty has ceased, or Seller may, at its option, upon notice given to buyer within twenty (20) days after the commencement of any such event, declare this contract terminated and all rights and liabilities of Seller and Buyer, except with respect to goods previously shipped, or in Seller's inventory, shall cease and terminate. Seller shall have no obligation to buy in the open market any article to be used in Seller's manufacture when the supplier thereof has defaulted in delivery.
Acceptance of any of the goods by Buyer shall constitute a waiver of any claim for late delivery of the goods. No claims shall be allowed if any of the goods have been materially altered by Buyer from any specification relating to the goods furnished to Buyer in writing by Seller, or have been otherwise altered by Buyer. Buyer shall make reasonable efforts to inspect the goods for any defects in conforming to any specifications relating to the goods furnished to Buyer in writing by Seller promptly upon arrival of the goods at Buyer’s place of business and to notify Seller in writing promptly upon discovery of any such defects. If buyer rejects any of the goods because of defects in conforming to any such specifications, Buyer must submit written notice of rejection to seller within twenty (20) days after receipt of the goods except for defects not reasonable ascertainable by visual inspection or routine testing procedures at time of arrival at Buyer's place of business. In case of defects not reasonably ascertainable by visual inspection or routine testing procedures, claims must be made within twenty (20) days after discovery of such defects or within twenty (20) days after Buyer should have reasonably discovered the defects, but, in any event, any such claims must be made within three (3) months of delivery of the goods. Goods shall not be returned without the prior written approval of Seller, and all goods to be returned shall be shipped in a commercially reasonable manner. Buyer shall deliver to Seller written notice at the time of the return of any goods stating the specific reason(s) for the rejection.
6. Warranties, Remedies and Damages.
Seller warrants that all goods at the time of delivery to a carrier for shipment shall conform to any specifications relating to the goods furnished to Buyer in writing by Seller, including information contained in any certificate of analysis furnished with the goods. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) ANY IMPLIED WARRANTY THAT ANY USE OF THE GOODS BY BUYER OR ANY OF ITS CUSTOMERS WILL NOT VIOLATE OR INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF THIRD PARTIES, AND (C) ANY OTHER OBLIGATION OR LIABILITY ON THE PART OF SELLER. Buyer’s exclusive remedy for its timely rejection of non-conforming goods or for any other failure of Seller to perform its obligations under this contract or with respect to the goods is either (a) replacement by Seller at no cost to Buyer of non-conforming goods within a reasonable time after their return by Buyer to Seller in the condition received by Buyer, or (b) if Seller is unable to replace such goods with conforming goods within sixty (60) days after their return to Seller, repayment by Seller of all amounts paid by Buyer to Seller on account of the purchase price of the goods and cancellation of any amounts due Seller for the purchase price of the goods. SELLER SHALL NOT IN ANY CASE BE LIABLE TO ANYONE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Buyer acknowledges the limitation of Buyer’s measure of damages as set forth in this section and expressly agrees that this limitation of damages and remedies shall constitute the exclusive remedies and measure of damages available to Buyer and all other remedies and measure of damages which might otherwise be available under the law of any jurisdiction are hereby waived by Buyer.
7. Use of Goods.
Our products are developed, designed and sold for research use only; they are not to be used for human diagnostic or drug purposes or to be administered to humans unless expressly approved for such purposes by the Food and Drug Administration in the U.S. or the appropriate regulatory authorities in any other countries of use. Without limitation to the foregoing, Buyer and his customers shall handle and use the goods in conformity with (a) good laboratory practice, (b) all applicable laws and regulations, guidelines and decisions of judicial or regulatory bodies, and (c) any patent and other proprietary rights of third parties. Buyer shall indemnify and hold Seller harmless from and against any and all losses, costs and expenses of Seller, including reasonable attorney’s fees and expenses, in any way arising out of or relating to (a) any use of our products not in compliance with the uses stated above, (b) any failure of Buyer or any of its customers to comply with such good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the goods, (c) any violation or infringement of any patent or other proprietary rights of third parties by Buyer or any of its customers in the handling or use of the goods, or (d) any other use or misuse of the goods by Buyer or any of its customers.
The parties to any dispute or controversy arising out of, in connection with or relating to this contract, or the breach hereof, or the goods, shall submit the same to arbitration before a single arbitrator agreeable to such parties. If such parties cannot agree on an arbitrator within ten (10) days after arbitration has been requested in writing, the arbitration shall proceed in Deer Park, New York before a single arbitrator knowledgeable with the laboratory supply industry, but not associated with a chromatography company, appointed pursuant to the rules of the American Arbitration Association. The award shall be rendered in such form that judgment may be entered thereon in the highest court of any forum, State or Federal, having jurisdiction. The arbitration shall take place under the rules then obtaining of the American Arbitration Association. The cost of any such arbitration shall be borne equally by all parties thereto.
9. Taxes, Freight and Insurance.
All Prices are quoted and payable in U.S. dollars. Any freight or insurance charges paid by Seller and any sales, use, and excise taxes, customs duty or impost, value added tax or similar taxes retailers‚Äô occupation taxes payable or collectible by Seller in connection with the manufacture, sale or shipment of the goods subject to this contract shall be in addition to quoted prices for the goods, and Buyer shall reimburse Seller for same whether or not such taxes, freight or insurance charges are separately stated on the invoice.
10. Inconsistent Terms.
Orders submitted on Buyer’s own purchase order form containing statements, clauses, terms or conditions modifying, adding to, repugnant to, or inconsistent with the terms and conditions of Seller in this contract, may only be deemed accepted by Seller if so stated in writing by a duly authorized signatory of Seller. Notwithstanding the acceptance of any of Buyer's terms by Seller, Buyer further expressly agrees that terms accepted by Seller are accepted only with the understanding that the liabilities of Seller shall be determined solely by the terms and conditions stated in this contract and the accepted terms.
11. Notice of Nonacceptance.
All confirmation, invoices and other writings delivered to Buyer from Seller shall be deemed accepted by Buyer together with the terms and conditions set forth thereon unless Buyer gives notice to Seller in writing of Buyer’s nonacceptance within ten (10) days of the date thereon.