Placement of Orders
Orders can be placed by contacting National Biochemicals Sales Department at: | Regular Mail
National Biochemicals Corp.
1780 Enterprise Pkwy.
Twinsburg, OH 44087
| Phone
(330) 425-2522 8am-5pm M-F
Fax
(330) 425-2583
E-Mail
|
PROVISIONS GOVERNING ACCEPTANCE AND CANCELLATION
This invoice constitutes a conditional acceptance of Buyer’s order, which may have been placed subject to terms and conditions appearing on the face and reverse sides of the order and on any attachments hereto. Acceptance of said order is expressly conditioned upon Buyer’s assent to all terms or conditions herein which may be additional to or different from those contained in Buyer’s proposed terms in its order. Buyer will be deemed to have assented to these invoice terms and conditions unless National Biochemicals Corp. (“Seller”) receives written notice of Buyer’s objection within 15 days after Buyer’s receipt of this form and in no event later than any delivery or other performance by Seller. No modification, change or waiver of any term or condition hereof or of any of Seller’s rights or remedies hereunder, shall be binding on Seller, nor shall the order hereby acknowledged be countermanded or changed by Buyer, unless in each instance Seller has expressly consented thereto in advance and in writing. This agreement by invoice shall constitute the sole and only agreement of the parties and supersedes any prior understanding or written or oral agreements between the parties with respect to this subject matter. Seller’s failure to object to provisions contained in any purchase order of the Buyer or other communication from the Buyer shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provision. Further, these terms and conditions shall be governed by and shall be construed in accordance with the laws of the State of Ohio.
DELIVERY
Title shall pass to Buyer, and Seller’s liability shall cease, upon delivery of the material to carrier at the shipping point. Each delivery to be made hereunder shall constitute a separate sale and shall be subject to receipt of cash or to credit arrangements made by Buyer with Seller. If payment is not made in accordance with the terms thereof, or if at any time in Seller’s judgment Buyer’s credit standing has been impaired, Seller may withhold delivery of any material called for hereunder until satisfactory cash or credit arrangements have been made. If Buyer fails, neglects or refuses to make cash or credit arrangements satisfactory to Seller, or to comply with the terms thereof, then Seller may, without waiving any of its remedies against Buyer terminate the contract without further liability on Seller’s part. If deliveries are to be made in installments, no disputes as to one invoice shall in any manner affect Buyer’s obligation to accept and pay in accordance with the terms hereof for goods purchased hereunder. Where deliveries are over a period of time, unless otherwise specified at a particular time during said period, delivery at any time during the period shall constitute a timely, good and sufficient delivery. Acceptance of goods delivered hereunder shall constitute a waiver of all claims of damages caused by late or delayed delivery.
CONTINGENCIES
Seller and Buyer shall be relieved from furnishing or taking materials covered by this contract if delayed or prevented by fire, explosion, accident, breakdown of machinery or equipment, acts of God, strikes, impossibility of performance, labor dispute, riot or other civil disturbances, delays or defaults of Seller’s vendors, acts of government (including voluntary or involuntary compliance with any law, order, regulation, recommendation or request of any governmental authority, whether or not relating to environmental matter, economic stabilization, or materials allocation), or any other similar cause beyond the parties’ control; provided, however, that if any material subject to this agreement which is to be manufactured special for Buyer and manufacture is suspended or terminated for any of the foregoing reasons, Buyer shall take delivery of and make payment for all such material as has been completed and in process at the date of suspension or termination of the manufacture. 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.
SCOPE OF WARRANTY
SELLER MAKES NO WARRANTY BEYOND THE WRITTEN DESCRIPTION OF THE MATERIALS ON THE FACE HEREOF. FURTHER, THE PARTIES AGREE THAT BUYER WILL HAVE THE FULL RIGHT TO EXAMINE THE PRODUCT BEING SOLD, OR TO REFUSE TO SO EXAMINE, AND SELLER DISCLAIMS ANY WARRANTY AS TO THE PRODUCT WITH REGARD TO ANY DEFECT THAT AN EXAMINATION SHOULD HAVE REVEALED TO THE BUYER IN THE CIRCUMSTANCES. IT IS THE SOLE RESPONSIBILITY OF THE BUYER TO DETERMINE THE ADEQUACY OF ALL MATERIALS FOR ANY INTENDED SPECIFIC PURPOSE OR USE AND SELLER MAKES NO EXPRESS IMPLIED WARRANTY OF FITNESS AND/OR MECHANTABILITY FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE MATERIALS SOLD OR THE USE OR PERFORMACE THEREOF.
CLAIMS AND RETURNS
Buyer shall inspect and test all materials promptly after delivery and within 10 days following delivery. Buyer shall give Seller written notice (via U.S. certified or registered mail) of all claims of any kind in respect of said materials which were, or should have been, disclosed by testing or inspection. Failure to give such notice shall constitute an irrevocable acceptance of said materials and a waiver by Buyer of any and all claims with respect thereto. Materials may not be returned for credit except with Seller’s written permission, and then only in strict compliance with Seller’s return policy and shipment instructions. Certain items are not returnable for credit, such as opened or damaged containers, post expiration dated material, refrigerated material, radioactive material, custom or special orders, bulk orders or DEA regulated materials. Returned goods without defect and with Seller’s approval for return are subject to a minimum of thirty percent (30%) of invoice value as a restocking charge. Further, any civil legal action by Buyer with respect to the materials supplied hereunder shall be commenced within six months of delivery thereof to Buyer.
SELLER’S RESPONSIBILITY FOR ACTUAL DAMAGES
Regardless of any rights afforded by law to Buyer, Seller’s responsibility and liability, if any, and Buyer’s sole and exclusive remedy, for any and all claims for actual damages with respect to such materials shall in all events be limited, at Seller’s option, to replacement of materials as to which a valid claim is made or repayment of the applicable purchase price therefore, subject to the return of such materials to the Seller. If Seller determines to replace the material, it shall be replaced at the fair market price at the time of sale. The parties acknowledge that it is not unconscionable under the commercial circumstances of this agreement to limit actual damages according hereto.
PATENT INFRINGEMENT
Buyer expressly assumes all risk of patent infringement by reason of its use of the material provided hereunder with other material or in operation of any process.
TAXES AND OTHER CHARGES
Any manufacturer’s tax, retailer’s occupation tax, 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 Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event the Seller pays any such tax, fee or charge, Buyer shall reimburse Seller thereof, or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the same.
CONSEQUENTIAL DAMAGES
IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR LOSS OF PROFITS ON RESALE, DAMAGE TO GOODWILL OR ANY OTHER SPECIAL OR CONSEQUENTIAL DAMAGE, WHETHER OR NOT CAUSED BY SELLER.
ALLOCATION OF GOODS
If Seller is unable for any reason to supply the total demand for goods specified in Buyer’s order, Seller may allocate or appropriate its available material among any or all of its customers, as well as departments and divisions of Seller, on such basis as Seller may deem fair and practical, in its sole discretion, without liability for any failure of performance that may result therefrom. Any material not delivered as a result thereof shall be deducted from the contracted quantity.
IMPORTANT NOTICE:
All products, except for FDA-regulated products, are offered by NBC for “Laboratory, Research and Development Use Only. Not for Food or Drug Use.” Additional Conditions of Sale: Minimum order amount is $100.00. There is a 10% handling charge on all orders up to $200.00; over $200.00 the charge is $20.00. All International orders charged a $100.00 documentation fee. Where applicable, there is a charge of $15.00 per pallet for truck shipments and/or $12.00 per drum for UPS shipments. All freight and insurance fees are charged collect to the customer’s account, unless specifically agreed upon prior to shipping. Other terms and conditions shall apply per the NBC Invoice and Certificate of Quality for each item. |
