Ascendex Scientific, LLC Chemical Product Sales Terms and Conditions
1. Acceptance: ALL SALES OF CATALOG AND CUSTOM SYNTHESIS PRODUCT ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS HEREIN. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON ASCENDEX SCIENTIFIC UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED OFFICER OF ASCENDEX SCIENTIFIC. THESE TERMS AND CONDITIONS SHALL OVERRIDE ANY CONFLICTING DESCRIPTIONS OR IMPLICATIONS ON ANY PURCHASE ORDER OR OTHER DOCUMENTS. BY PLACING AN ORDER FOR CATALOG AND CUSTOM SYNTHESIS PRODUCTS (“PRODUCTS”), BUYER HEREBY CONSENTS TO BE BOUND BY THE TERMS AND CONDITIONS STATED HEREIN.
2. Product availability and pricing: All prices quoted and invoiced are in US dollars. The availability and pricing of Products are determined by Ascendex Scientific and are subject to change without notice. Ascendex Scientific generally guarantee the price for the Products in quotes for up to 30 days. Ascendex Scientific does not guarantee the availability or the pricing of any previously purchased Products unless specifically stated in a new quote or proposal. Products that are not available at the time of purchase may result in a lead-time to manufacture, which may subject to change without notice. Ascendex Scientific shall not be held responsible for any business loss of the Buyer or any other party as a result of delayed Product delivery. Ascendex Scientific may determine at its own discretion that certain Products possess high level of difficulty to produce and have the option to and is authorized to charge the Buyer a portion or the full of the purchase price (pre-payment) prior to Production. Such pre-payment are nonrefundable in the event of Production failure or delay.
3. Ordering: All orders shall be made by submission of a purchase order in writing, referencing the Product name, catalog number, quote number, price and quantity, name, contact information and address of the Buyer, and other related information. After submission of the purchase order, orders may not be changed or canceled unless such change or cancelation is expressly agreed to in writing by Ascendex Scientific. In such event, Ascendex Scientific is authorized to charge the Buyer, and the Buyer agrees to pay, any and all cost including, but not limited to, starting materials, storage, handling, resources spent, and other costs from Ascendex Scientific’s suppliers as result of cancelation.
4. Delivery, Claims, Delays: All Products are shipped FCA Ascendex Scientific’s facility. Title to Product shall transfer at the time of shipment and Buyer shall bear all risk or damage in transit. Ascendex Scientific 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. Immediately upon Buyer’s receipt of any Products, Buyer shall inspect the same and shall notify Ascendex Scientific in writing of any claims for shortages or defects and shall hold the Product for Ascendex Scientific’s written instructions concerning further handling. If Buyer shall fail to so notify Seller within five(5) days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.
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 in connection with the Product purchased hereunder, 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. Invoices and Payment: Terms of sale are net 30 days of date of invoice, unless otherwise stated by Ascendex Scientific in the invoice. If the Buyer’s financial condition results in insecurity of the Seller, then Ascendex Scientific, in its sole discretion, may, without notice to Buyer, delay or postpone the delivery of Products; and Ascendex Scientific, 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. 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.
7. Returns: Return of Products is not allowed except in the event of shortages or defects. Buyer shall provide Ascendex Scientific in writing the evidence of any shortages, missing labeled items or defects that are inconsistent to the purchase order, packing list or Ascendex Scientific’s internal analytical results. In such event, Ascendex Scientific may choose to issue a full or partial refund, replacement of Products or other mutually agreed resolution between Ascendex Scientific and the Buyer.
8. Warranties and Limitation of Liability – Products delivered shall conform to the description in the purchase order, shipping list and Ascendex Scientific’s internal analytical report. Ascendex Scientific MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. Ascendex Scientific 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 Ascendex Scientific 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. ANY AND ALL LIABILITY OF Ascendex Scientific HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID BY BUYER FOR PRODUCT. Ascendex Scientific 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 Ascendex Scientific’s reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of Ascendex Scientific’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, or delay in transportation.
9. Product Quality: Purity values presented in our catalog, quotations and proposals are guidance and shall not be used as specifications. Such purity data may change depending on the analytical method used. All Products are analyzed by Ascendex Scientific by analytical methods that may include but not limited to HPLC, GC, MS, and NMR. Ascendex Scientific shall make the its best effort to report these purity data accurately and truthfully. The name, formula, molecular weight and other properties that are presented with Products are calculated by software and shall only be used as guidance. Ascendex Scientific makes no guarantee that the Product will pass the specifications that the Buyer sets forth unless specifically stated in a formal quotation, proposal or acceptance of purchase order.
10. Buyer’s Use of Products: All Products are intended for laboratory research purposes only, and shall not be used for any other purposes, including but not limited to, in vitro diagnosis, clinical use, commercial use, or for use in foods, drugs, medical devices or cosmetics for humans or animals. Products shall not be sold or redistributed to any third party without the consent of Ascendex Scientific. Buyer acknowledges that the Products may have not been tested by Ascendex Scientific or any other party for safety or efficacy in food, drug, medical device, cosmetic, clinical, commercial or any other use. Buyer hereby expressly represents and warrants to Ascendex Scientific that Buyer will properly use, handle and dispose of any Products or materials purchased from Ascendex Scientific in accordance with best industry standards and practices and with all applicable laws and regulations, as may be amended, now and hereinafter enacted. Buyer further warrants to Ascendex Scientific that any material derived or produced with Products purchased from Ascendex Scientific 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 hereby acknowledges that Products may or may not be on the Toxic Substances Control Act (TSCA) inventory, as Products are solely intended for laboratory research purposes. Ascendex Scientific makes no representation or warranty regarding the safety of any Product. Buyer shall be responsible for testing and evaluation of the hazard of the Products before any manipulation including but not limited to repackaging, storage, usage as starting material, and disposal. Ascendex Scientific shall provide Material Safety Data Sheets (“MSDS”), to the extent required by OSHA’s Hazard Communication Standard, with the delivery of the Products.
11. Indemnification – Buyer represents and warrants that it shall use all Products ordered herein in accordance with Paragraph No. 10 “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 Ascendex Scientific, 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 Ascendex Scientific may sustain or incur as a result of any claim 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 Products, or by reason of Buyer’s failure to perform its obligations contained herein. Buyer shall notify Ascendex Scientific in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident, or incident involving Ascendex Scientific’s Products which results in personal injury or damage to property, and Buyer shall fully cooperate with Ascendex Scientific in the investigation and determination of the cause of such accident and shall make available to Ascendex Scientific all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Ascendex Scientific and any investigation by Ascendex Scientific of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Ascendex Scientific.
12. Patent disclaimer: Seller does not warrant that the use or sale of the Products delivered under will not infringe the claims of any United States or other patents covering the Product itself or the use thereof in combination with other Products or in the operation of any process.
13. Intellectual Properties: The synthetic route, process, and other information that is related to the manufacturing of Products are intellectual properties of Ascendex Scientific. Such intellectual properties and other related rights entitled to Ascendex Scientific are not transferred to Buyer during the sale of Products. Ascendex Scientific may choose to release such information to Buyer upon request; but in such event, Buyer shall not have the right to any intellectual properties descried above unless expressly agreed to in writing by Ascendex Scientific.
11. Governing Law: All disputes as to the legality, interpretation, application, or performance of this order or any of These Terms and Conditions shall be governed by the laws of Pennsylvania, without regard to any conflict of laws principles, and the state and federal courts of Pennsylvania shall be the exclusive venue for any such claims.