ABOVCHEM LLC ("Seller") will supply the chemical ("Product") or service required by the buyer ("Buyer") subject to the terms and conditions below. The placing of a purchase order implies acceptance of these terms and conditions.
ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER'S ASSENT THERETO. NO VARIATION OF THESE TERMS AND CONDITIONS WILL BE BINDING UPON SELLER UNLESS AGREED TO IN WRITING AND SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER.
Orders arising hereunder may be changed or amended only by written agreement signed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Buyer may not cancel this order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will advise Buyer of the total charge for such cancellation, and Buyer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by Seller.
Unless otherwise agreed in writing, all prices are in U.S. dollars and EXW/FOB Shanghai, China. Prices are subject to change without prior notice. Shipment will be made promptly even if prices have been nominally increased. Written quotations are guaranteed for 30 days.
4. Taxes and other charges
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such taxes, duties, charges, excise, custom, inspection and testing fees and any other charge imposed by government authority.
Payment terms are net 30 days from invoice date unless otherwise agreed in writing. The Seller reserves the right to request advance payment at its discretion. Accounts 30 days past due are subject to a 1.5% late charge per month on the unpaid balance. For overseas transactions the Buyer shall pay all of the Seller's banking charges. The Buyer shall not be entitled to withhold or set-off payment for the Products for any reason whatsoever.
6. Shipping, allocation, delays, returns
The Buyer shall inspect products immediately on receipt and inform the Seller of any shortage, damage or quality problem within ten days. If the Buyer fails to do so, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.If Seller is unable for any reason to supply the total demands for products 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 therefrom.
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 of 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, 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.
All returns must be authorized by the Seller and may be subject to a restocking charge. All items approved for return must be in unused and resalable condition. They must be returned within 90 days of Buyer's receiving them. Buyer must include with each return a copy of the Seller's invoice, Seller's return authorization number, and the reason for the return.
Seller cannot accept for return any open chemicals or items provided by the Seller on a "Special Order".
It is Buyer's responsibility testing the material to confirm that it matches the specification of compound before using it. There will be no warranty or refund if any problem is found after the material has been used.
Seller warrants materials to be of the stated quality at the time of sale. There is no warranty, express or implied, as to the fitness of these products for any particular purpose. The Seller's sole and exclusive liability is to replace the product without charge or to refund the purchase price upon the return of such products in accordance with Seller's instructions. In no event shall the Seller be liable for incidental or consequential damages of any kind.
No warranty or representation is given by the Seller that the use or sale of the productsdelivered 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.
8. Conditions for Use
All products are for research and development laboratory use only, not for human or animal application, and should be handled only by competent, suitably trained persons, familiar with laboratory procedures and potential chemical hazards. All compounds are supplied on the condition that the customer alone accept total responsibility for their use and any misuse, and for safe disposal of all such compounds.
9. Technical Assistance
At Buyer's request, Seller may, at Seller's discretion, furnish 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 SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER.
Seller's failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder shall not constitute a waiver of Seller's right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies Seller may have at law or in equity. Any waiver of a default by Buyer hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation.
This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
11. Governing Law
This agreement and matters connected with the performance thereof shall be construed, interpreted, applied, and governed in all respects by the laws of the State of California.