Acceptance
All sales are subject to and expressly conditioned upon the terms and conditions stated here and upon buyer’s acceptance. No variation of these terms and conditions will be binding upon seller unless agreed to in writing and signed by a representative of EY Laboratories, Inc. referred to here on forward as the seller.
Delivery, claims and delays
All sales are F.O.B. Seller’s shipping point unless otherwise noted. Delivery of the goods to the carrier at the seller’s shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. The general method of shipment is by Federal Express overnight or 2 day service. However, the seller reserves the right, in its discretion to determine the exact method of shipment. Unless otherwise specified by the customer, the seller reserves the right to make delivery in installments, all such installments to be separately invoice 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.
Immediately upon buyer’s receipt of any goods shipped hereunder, buyer shall inspect the same and shall notify the seller in writing of any claims for shortages, defects or damages and shall hold the goods for seller’s written instructions concerning disposition. If buyer shall fail to so notify seller within five days after the goods have been received by the buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the buyer.
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 to 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, lighting, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
Allocation of Goods
If seller is unable for for any reason to supply the total demands for goods specified in buyer’s order, the seller may allocate its available supply among any or all buyers on such basis as seller may deem fair and practical, without liability for failure of performance which may result from there.
Method of payment
Terms of sale are prepaid or net 30 days of date of invoice, unless otherwise stated. If financial status of buyer results in insecurity of seller, as to the ultimate collectability of the purchase price, the seller may, without notice to buyer, delay or postpone delivery of products. There is a $20 USD handling charge per order, regardless of quantity of items purchased in addition to shipping charges. Seller is authorized to change payment terms to full or partial payment in advance of shipment if need be. Seller may defer delivery, cancel contract or sell any undelivered products on hand until buyer agrees to pay balance due to seller. Buyer is responsible for all custom duties and taxes. Failure to pay duties and taxes may result in termination of current and/or future purchases.
Customs Duties and Taxes
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee or any other tax, charge of any nature imposed upon by any governmental authority on the transaction between seller and buyer shall be paid by the buyer in addition to the prices quoted or invoiced. In the event seller is required to pay any tax, fee or charge, buyer shall reimburse seller. Or, in lieu of such payment buyer shall provide seller at time of order submitted an exemption certificate or other documentation acceptable to governmental or other authority imposing tax, fee or charges.
Warranties
Seller warrants that products shall conform to the description of such products as provided to buyer by seller through seller’s catalog, or any other such literature. 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 are not effective if seller has determined that buyer has misused the products in any way, or has failed to use the products in accordance with instructions supplied by the seller or industry standards and practices.
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, 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 the seller has been advised of the possibility of such damage including, without limitation, liability for loss of use, loss of work in progress, downtime, 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. All claims must be brought within 2 months of shipment, regardless of their nature.
Buyers usage of products
Seller’s products are intended primarily for laboratory research purposes and unless otherwise stated on products labels, or literature, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices, cosmetics for human, animal or commercial purposes.
Returns
Goods may not be returned for credit except with Seller’s permission and ten only in strict compliance with the seller’s return shipment instructions.
Technical Assistance
At buyer’s request, seller may, at seller’s discretion provide 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 an authorized representative of seller.
