1. Validity, Entire Agreement
These general terms and conditions apply to the supply of material to Purchaser or the performance of services for Purchaser. The parties agree that these terms and conditions shall govern the relationship between the parties and the pre-printed, typed or otherwise stated provisions of any purchase orders, acknowledgements or similar documents have no force and effect.
2. Price, Payment
The price for performance of services and/or supply of material shall be expressly agreed between Supplier and Purchaser, prices are subject to change without notice, Payment terms are net 30 days of invoice upon approval of accounts, we accept payment with Visa, Master Card, and American Express.
Any bank charges for the conversion or transmission of foreign currencies are an additional expense for the customer and are in addition to the invoice amount.
3. Return Shipments
If it is necessary to return any materials, contact our Customer Service Department to obtain return authorization, REQUESTS FOR RETURN AUTHORIZATION MUST BE MADE WITHIN 30 DAYS OF YOUR RECEIVING THE MATERIALS. Only items authorized by seller for return will be accepted.
4. Warranty Disclaimer
No warranties by Supplier (other than warranty of title as provided in the uniform commercial code) shall be implied or otherwise created under the uniform commercial code, including but not limited to warranty of merchantability and warranty of fitness for a particular purpose.
Many chemicals in this catalog have been made on a research basis only, unless otherwise stated, Their chemical, physiological, and toxicological properties and hazards have not yet been fully investigated or determined.
Supplier assumes no responsibility for the accuracy or completeness of any information in this catalog regarding the hazardous nature of the products listed or their suitability for any intended use. The purchaser assumes all responsibility for the safe and proper use of purchased products. All chemicals listed in this catalog should be treated as potentially harmful. The absence of a warning label does not mean that a product is harmless, as many of the items listed have not been fully evaluated for their possible harmful effects.
Supplier shall defend, indemnify and hold harmless Purchaser and its directors, officers and employees, from and against any and all third party actions, liability, loss, damage, cost or expense arising in favor of any third party, It is understood that Supplier has no control over the ultimate use of any material manufactured for Purchaser after transfer of title, and Supplier shall have no liability arising out of or in connection with the sale or use of any such material or any other material made from or incorporating any material provided by Supplier.
Purchaser shall defend, indemnify and hold harmless Supplier and its directors, officers and employees, from and against any and all actions, liability, loss, damage, cost or expense arising in favor of Purchaser’s employees and/or any third party, arising from, or in connection with, Purchaser’s breach of the terms and conditions hereof and any other terms agreed to between the parties and/or the sale or use of any material provided by Supplier.
Each party shall provide prompt notice to the other party concerning any claim for indemnification.
Supplier’s liability shall be limited as set forth herein and in no event shall Supplier be liable for special, incidental, indirect, punitive, consequential damages; including without limitation loss profits, opportunity or other.
8. Confidentiality, Technical Information.
The parties agree to keep confidential and not disclose to any third party and not use for any other purpose except performance of the services related to the agreement between the parties any and all confidential information disclosed by the other party or otherwise obtained by the receiving party. If disclosure is required by any governmental agency or by mandatory law or regulation, the party making any such disclosure shall inform the other party and provide such party the opportunity to have the information maintained in confidence. The foregoing obligations shall not apply to information that receiving party can demonstrate i) was already in the its possession at the time of disclosure, ii) was received from a third party that receiving party believed in good faith was authorized to hold and disclose such information; or iii) is or becomes part of the public domain through no fault of receiving party.
Purchaser acknowledges that Supplier has developed and owns intellectual property, including technology and know-how related to the manufacture of material and performance of services. Unless otherwise agreed, any and all improvements, discoveries and/or inventions, whether or not patentable, which may be made or conceived by Supplier or Purchaser during the course of the relationship between the parties (Improvements) shall be the sole and exclusive property of Supplier and shall be considered confidential information of Supplier. Purchaser shall provide full disclosure to Supplier of all Improvements; and shall execute or cause to be executed any and all documents related thereto that may be requested by Purchaser and shall assign and convey to Supplier the sole and exclusive right, title, and interest in and to the Improvements and to all patent applications and patents thereon. Supplier will bear the cost of preparation of all such patent applications.
9. Force Majeure
Supplier shall not be liable for failure or delay of performance, by reason of any Acts of God, riots, insurrections, strikes, lock-outs, governmental action or regulation or any other cause beyond Supplier’s reasonable control.