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Terms and Conditions
1. General Terms: Terms and conditions herein are part of any contract between
Alchemical Research, LLC as a seller of goods and services and any buyer. All sales are subject to and expressly
conditioned upon the terms and conditions herein, and upon buyer's assent
thereto. No variation of these terms
and conditions will be binding upon Alchemical Research, LLC unless agreed to
in writing and signed by an authorized representative of Alchemical Research,
LLC. The buyer agrees to these terms by
acceptance of the goods and services delivered from Alchemical Research,
LLC. All offers by Alchemical Research,
LLC are made without any obligations.
Alchemical Research, LLC is only bound to orders if confirmed in writing
or upon delivery of the ordered goods.
2. Buyer's Use of Products: Alchemical Research, LLC's products are intended for
laboratory research purposes and are not to be used for any other purposes,
including but not limited to, in vitro diagnosis or for commercial use, or for
use in foods, drugs, medical devices or cosmetics for humans or animals. Buyer
acknowledges that the products have not been tested by Alchemical Research, LLC
for safety and efficacy in food, drug, medical device, cosmetic, commercial or
any other use. Buyer expressly represents and warrants to Alchemical Research,
LLC that buyer will properly test, use, manufacture and market any products
purchased from Alchemical Research, LLC and/or materials produced with products
purchased from Alchemical Research, LLC 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 Alchemical Research, LLC that any material produced with products
purchased from Alchemical Research, LLC 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 Alchemical Research, LLC's products are, unless otherwise stated,
intended 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 Alchemical Research, LLC 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
Alchemical Research, LLC. 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 Alchemical Research, LLC relating to the use of the products
and to not misuse the products in any manner. If the products purchased from
Alchemical Research, LLC are to be repackaged, relabeled or used as starting
material or components of other products, buyer will verify Alchemical
Research, LLC's assay of the products. No products purchased from Alchemical
Research, LLC shall be considered to be foods, drugs, medical devices or
cosmetics.
3. Buyer's Representations and Indemnity: Buyer represents
and warrants that it shall use all products in accordance with Terms and
Conditions No. 2 "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 Alchemical Research, LLC, its employees, agents, successors,
officers, and assignees, from and against any suits, losses, claims, demands,
liabilities, costs and expenses (including attorney and accounting fees) that
Alchemical Research, LLC may sustain or incur as a result of any claim against
Alchemical Research, LLC 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 assignees, 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 Alchemical
Research, LLC's products sold by buyer, or by reason of buyer's failure to
perform its obligations contained herein. Buyer shall notify Alchemical
Research, LLC in writing within fifteen (15) days of buyer's receipt of
knowledge of any accident, or incident involving Alchemical Research, LLC's
products which results in personal injury or damage to property, and buyer
shall fully cooperate with Alchemical Research, LLC in the investigation and
determination of the cause of such accident and shall make available to
Alchemical Research, LLC all statements, reports and tests made by buyer or
made available to buyer by others. The furnishing of such information to
Alchemical Research, LLC and any investigation by Alchemical Research, LLC of
such information or incident report shall not in any way constitute any
assumption of any liability for such accident or incident by Alchemical
Research, LLC.
4. Warranties: Alchemical Research, LLC warrants that its
products shall conform to the description of such products as provided to buyer
by Alchemical Research, LLC through Alchemical Research, LLC's catalog,
analytical data, or other literature. This
warranty is exclusive, and Alchemical Research, LLC makes no other warranty,
expressed or implied, including any implied warranty of merchantability or
fitness for any particular purpose. Alchemical Research, LLC's
warranties made in connection with this sale shall not be effective if
Alchemical Research, LLC 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 Alchemical
Research, LLC.
Alchemical
Research, LLC's sole and exclusive liability and buyer's exclusive remedy with
respect to products proved to Alchemical Research, LLC's satisfaction to be
defective or nonconforming shall be replacement of such products without charge
or refund of the purchase price, in Alchemical Research, LLC's sole discretion,
upon the return of such products in accordance with Alchemical Research, LLC's
instructions. Alchemical Research, LLC 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 Alchemical Research, LLC 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 Alchemical Research, LLC's gross negligence. All claims
must be brought within one (1) year of shipment, regardless of their nature.
5. Delivery, Claims, Delays: All sales are F.O.B. Alchemical Research, LLC'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 Alchemical Research, LLC's shipping
point shall constitute delivery to buyer and buyer shall bear all risk of loss
or damage in transit. Unless otherwise instructed by buyer, Alchemical
Research, LLC will select the best shipment method, based on the nature of the
material, destination, package size, and weight. Alchemical Research, LLC
reserves the right, in its discretion, to determine the exact method of
shipment and 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. In the event of delay, the buyer is
allowed to give the seller notice of an appropriated respite after which the
contract is cancelled if the seller remains unable to deliver the ordered
goods.
Immediately
upon buyer's receipt of any goods shipped hereunder, buyer shall inspect the
goods and shall notify Alchemical Research, LLC in writing of any claims for
shortages, defects or damages and shall hold the goods for Alchemical Research,
LLC's written instructions concerning return or disposal. If buyer shall fail
to so notify Alchemical Research, LLC within five (5) days after buyer has
received the goods, such goods shall conclusively be deemed to conform to the
terms and conditions hereof and to have been irrevocably accepted by the buyer.
Alchemical
Research, LLC 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 Alchemical Research, LLC's reasonable
control, including, without limitation, unsuccessful reactions, act of buyer,
embargo or other governmental act, regulation or request affecting the conduct
of Alchemical Research, LLC'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.
6. Patent Disclaimer: Alchemical Research, LLC does not warrant
that the use or sale of the products and services delivered will not infringe
the claims of any United States or other patents. Alchemical Research, LLC expects that its customers are not
knowingly ordering products and services that infringe third party patent rights. It is the buyer's responsibility to
determine that these products and services are not covered in the claims of any
United States or other patents. Buyer
hereby agrees to indemnify Alchemical Research, LLC from any and all liability
that may arise under United States or other patent laws in the manner set forth
at Paragraph 3 above.
7. Payment: Terms
of sale are net thirty (30) days of date of invoice, unless otherwise stated.
If the buyer's financial condition is in question, then Alchemical Research,
LLC, in its sole discretion, may, without notice to buyer, delay or postpone
the delivery of products; and Alchemical Research, LLC, at its option, is
authorized to change the terms of payment to payment in full or in part in
advance of shipment of the entire undelivered balance of said products.
In the event
of default by buyer in the payment of the purchase price or otherwise, of this
or any other order, Alchemical Research, LLC, at its option, without prejudice
to any other of Alchemical Research, LLC's lawful remedies, may defer delivery,
cancel this contract, or sell any undelivered products on hand for the account
of the 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 Alchemical Research, LLC 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.
8. 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
the State of Pennsylvania including its conflict of laws principles. Each party
to this order agrees that the forum for any dispute arising between them, which
results in either party instituting court proceedings, shall be the Common
Pleas Court of Northampton County, Pennsylvania or the United States Federal
District Court for the Eastern District of Pennsylvania.
9. Allocation of Goods:
If Alchemical
Research, LLC is unable for any reason to supply the total demands for goods
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.
10. Returns: Goods may not be returned for credit except
with Alchemical Research, LLC's permission, and then only in strict compliance
with Alchemical Research, LLC's return shipment instructions. Any returned
items may be subject to a 20 % processing fee.
11. 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 Alchemical Research, LLC and buyer shall be
paid by buyer in addition to the prices quoted or invoiced. In the event
Alchemical Research, LLC is required to pay any such tax, fee or charge, buyer
shall reimburse Alchemical Research, LLC therefore; or, in lieu of such
payment, buyer shall provide Alchemical Research, LLC at the time the order is
submitted an exemption certificate or other document acceptable to the
authority imposing the tax, fee or charge.
12. Pricing: All prices quoted shall be in US dollars.
Please contact Alchemical Research, LLC by e-mail (info@alchemicalresearch.com)
or telephone at (610) 833-8344 for current prices prior to placing an order.
Alchemical Research, LLC guarantees written quotations for thirty (30)
days. Regarding price changes, shipment
will be made promptly even if prices have been nominally increased. Price
reductions will automatically be applied to your invoice.
13.
Non-exclusive Products and Services: All contracts between Alchemical Research, LLC as a seller
of goods and services and any buyer are non-exclusive and no exclusive
relationship shall be created between Alchemical Research, LLC and buyer as a
result of this contract. Buyer hereby
acknowledges and agrees that Alchemical Research, LLC has entered into this
contract with buyer as an independent contractor and that this contract creates
no employment relationship. While
protecting the privacy of its customers, Alchemical Research, LLC retains the
right to provide its products and services to all customers.
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