Catalog Items: Terms and Conditions
1. General. These terms and conditions apply to all bids, quotations, offers, and orders for the sale of Asemblon, Inc. (“Company”) products. Except as may be otherwise expressly set forth in an agreement executed by the authorized representatives of both parties, these terms and conditions represent the sole and complete understanding between Company and buyer (“Buyer”) with respect to the purchase by Buyer and sale by Company of products. Buyer’s purchase order is solely for the purpose of requesting delivery dates, quantities and shipping destinations. If there is any conflict or inconsistency between Buyer’s purchase order (or other documents and communications) with these Terms and Conditions, the present Terms and Conditions shall prevail.
2. Price and Payment.
(a) All prices published by Company are in U.S. dollars and may be changed at any time. Unless otherwise specified in writing, written quotations expire thirty (30) calendar days from the date issued and are subject to change or termination upon notice during this period. Unless otherwise agreed to in writing by Company, all prices are exclusive of transportation and insurance costs, applicable duty charges, value added taxes, sales taxes, foreign forwarding agent’s fees or fees covering consultant invoices, any documents required by the country of designation, and all taxes, including federal, state and local use, sales, property (ad valorem) and similar taxes. Buyer agrees to pay such taxes, if applicable. Buyer agrees to indemnify and hold harmless Company for any liability for such cost, expense or tax, as well as the collection or withholding thereof, including penalties and interest thereon.
(b) Except as otherwise provided in these terms and conditions, Company will invoice Buyer no sooner than the date the product is tendered by Company to the carrier at Company’s shipping point (the “Delivery Date”) FOB Redmond, Washington, US. Unless otherwise expressly agreed to by the parties, all invoices will be due and payable net thirty (30) days from date of invoice. In the event payment is not received within thirty (30) days of date of invoice, the Company, at its discretion, may impose a service charge of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, whichever is less,. Buyer shall pay all costs and expenses incident to the collection of past due amounts including reasonable attorney’s fees.
(c) For sales to a Buyer having its principal place of business outside the United States of America, Company reserves the right to bill in either United States dollars or the currency of the country in which the product is shipped. In the event Company invoices Buyer in a foreign currency, the rate of exchange will be that in effect on the date of invoice. Payment will be in the currency designated on the invoice.
(d) Shipments will at all times be subject to the approval of Company’s credit department and Company may at any time decline to make any shipments or deliveries except upon receipt of payment or upon terms and conditions or security satisfactory to such department. If, in Company’s judgment, Buyer’s financial condition at any time does not justify continuation of production or shipment on the terms of payment originally specified, Company may require full or partial payment in advance. If Buyer refuses to accept such change in credit terms, the order may be canceled without liability arising therefrom to either party, in whole or in part, at Company’s option. Further, on delinquent accounts, Company will not be obligated to continue performance under any agreement with Buyer. Buyer warrants to Company that, upon each date on which Buyer placed an order with Company covered by this acknowledgment or agreement, Buyer was financially solvent under applicable law.
(e) In the event of (i) Buyer’s bankruptcy or insolvency, (ii) any proceeding is brought or threatened against Buyer or brought by Buyer under any bankruptcy or insolvency laws or their equivalent or (iii) Buyer commences to be wound up or suffers a receiver to be appointed, Company may cancel any order then outstanding without liability to Company and Company will receive reimbursement from Buyer for costs incurred, including but not limited to attorneys’ fees, lost profit for product so cancelled, and all other costs associated with the cancellation, direct and indirect, including without limitation costs for work in process or custom goods.
3. Title and Delivery.
(a) All sales are made F.O.B. Redmond Washington US, Company’s facility, unless otherwise specified by Company. Title and risk of loss will pass to Buyer upon tender by Company of the product to the carrier at Company’s shipping point. Unless otherwise agreed, Company will exercise its own discretion with respect to the manner of shipment, packaging, insurance, carrier and the like. All claims for damages must be filed directly with the carrier. Buyer is responsible for duty payments and/or duty exempt qualifications with regard to sales and/or shipment of products outside the U.S.A. The products shall be deemed accepted by Buyer upon delivery to the carrier for shipment.
(b) Company will ship products in accordance with the planned shipment dates as confirmed in Company’s order acknowledgment. However, the planned shipment date is an estimate only, and Company will not be liable for failure to ship on or before such date under any circumstances. Company reserves the right to make partial shipments of products, and invoices will be issued accordingly. Unless otherwise agreed, Company will not be obligated to arrange for deliveries outside the U.S.A.
4. Safety. The products offered by Company are research chemicals and for research use only. Buyer acknowledges and agrees that these chemicals will only be used or handled by or under the direct supervision of technically qualified individuals who are familiar with laboratory procedures and potential hazards in handling laboratory chemicals. Company makes no guarantee of results obtained and assumes no liability for injuries, damages or penalties resulting from the use of product provided under this Agreement. Buyer agrees that it shall be solely responsible for learning and understanding the risks associated with any products provided by Company, and for training its personnel in techniques for the safe handling and use of the products. If any license, permit or approval of any person, entity or governmental or regulatory authority is required for the acquisition, transport or use of the products provided hereunder, Buyer shall be solely responsible for such compliance at its own expense. Buyer also represents and warrants that it will comply with all applicable laws with respect to the use, distribution and disposal of any products provided by Company. Company agrees that it will use and dispose of products in a safe and responsible manner, and in compliance with the strict standards related to the protection human health and the physical environment. Products sold under this agreement are not intended for use as foods, drugs, cosmetics or household chemicals, and Buyer agrees that they will not be used for such purposes.
5. Use of Products. Buyer represents and warrants that it will properly test, use, manufacture and market any final articles made from the products provided by Company in accordance with all applicable law and regulation, now and hereinafter enacted. Buyer agrees to use the products provided by Company in strict accordance with any instructions furnished by Company relating to the use of such products.
6. Warranty Disclaimer. EXCEPT FOR ANY WARRANTY PROVIDED ON THE LABEL OF A COMPANY PRODUCT, ALL COMPANY PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY. COMPANY SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF PRODUCTS OR SERVICES. BUYER WILL HAVE NO RIGHT TO MAKE OR PASS ON ANY SUCH WARRANTY ON BEHALF OF COMPANY TO ANY THIRD PARTY. COMPANY DOES NOT WARRANT THAT THE USE OR SALE OF THE PRODUCTS DELIVERED HEREUNDER WILL NOT INFRINGE THE CLAIMS OF ANY UNITED STATES OR OTHER PATENT COVERING THE PRODUCTS THEMSELVES OR THE USE THEREOF IN COMBINATION WITH OTHER PRODUCTS OR IN THE OPERATION OF ANY PROCESS.
7. Warranty Limitation. COMPANY WARRANTS AND REPRESENTS THAT THE PURITY STATED FOR EACH LOT OF PRODUCT IS ASSAYED USING TECHNIQUES SUITED FOR THE ANALYSIS OF THAT CHEMICAL MOIETY AND IS ACCURATE TO THE LIMIT OF THE TECHNIQUE EMPLOYED. Water (H20), at a level less than 2%, is not a contaminant.
8. Limitation of Liability. COMPANY’S LIABILITY FOR ALL CLAIMS RELATED TO OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO A REFUND OR CREDIT TO BUYER OF THE PURCHASE PRICE FOR PRODUCTS, OR TO THE REPAIR OR REPLACEMENT OF PRODUCTS, AT COMPANY’S OPTION. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, THE COST OF PROCURING SUBSTITUTE GOODS, INABILITY TO OBTAIN SUBSTITUTE GOODS, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, COSTS INCURRED DUE TO DELAY OR FAILURE TO MEET ANY SHIPMENT DATE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, AND REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Indemnification. Buyer agrees to indemnify and hold Company harmless from and against any and all losses, damages and expenses (including attorney’s fees) that Company may sustain or incur as a result of any claim arising in connection with Buyer’s use of the products provided by Company, or Buyer’s failure to adhere to the terms and conditions provided herein.
10. Allocation of Risk. The sections of this agreement with respect to limitation of liability, limitation of warranties and indemnification allocate the risks of this agreement between the parties. This allocation is reflected in the pricing of the products purchased hereunder and is an essential element of the basis of the bargain between the parties.
11. Export Control. Buyer agrees to comply strictly and fully with all export controls imposed on the products by any country or organization of nations within whose jurisdiction Buyer operates or does business. Buyer agrees not to export or permit exportation of any part of the products or any related technical data or any direct product of any related technical data, without complying with the export control laws in the relevant jurisdiction.
12. Governing Law and Venue. This agreement will be governed by and construed in accordance with the laws of the State of Washington without regard to conflict of laws principles. The exclusive jurisdiction and venue for all claims or actions related to or arising under this agreement will lie in the state and federal courts of King County, Washington.
13. Waiver. No term or provision of this agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
14. Entire Agreement. These terms and conditions constitute the entire agreement between the parties. This agreement will not be modified, supplemented, qualified or interpreted by any trade usage or prior course of dealing without Company’s written consent. No representation, promise or condition not expressly provided in writing and signed by authorized representatives of Buyer and Company will be binding on either party.
2. Price and Payment.
(a) All prices published by Company are in U.S. dollars and may be changed at any time. Unless otherwise specified in writing, written quotations expire thirty (30) calendar days from the date issued and are subject to change or termination upon notice during this period. Unless otherwise agreed to in writing by Company, all prices are exclusive of transportation and insurance costs, applicable duty charges, value added taxes, sales taxes, foreign forwarding agent’s fees or fees covering consultant invoices, any documents required by the country of designation, and all taxes, including federal, state and local use, sales, property (ad valorem) and similar taxes. Buyer agrees to pay such taxes, if applicable. Buyer agrees to indemnify and hold harmless Company for any liability for such cost, expense or tax, as well as the collection or withholding thereof, including penalties and interest thereon.
(b) Except as otherwise provided in these terms and conditions, Company will invoice Buyer no sooner than the date the product is tendered by Company to the carrier at Company’s shipping point (the “Delivery Date”) FOB Redmond, Washington, US. Unless otherwise expressly agreed to by the parties, all invoices will be due and payable net thirty (30) days from date of invoice. In the event payment is not received within thirty (30) days of date of invoice, the Company, at its discretion, may impose a service charge of one and one-half percent (1-1/2%) per month or the maximum rate permitted by law, whichever is less,. Buyer shall pay all costs and expenses incident to the collection of past due amounts including reasonable attorney’s fees.
(c) For sales to a Buyer having its principal place of business outside the United States of America, Company reserves the right to bill in either United States dollars or the currency of the country in which the product is shipped. In the event Company invoices Buyer in a foreign currency, the rate of exchange will be that in effect on the date of invoice. Payment will be in the currency designated on the invoice.
(d) Shipments will at all times be subject to the approval of Company’s credit department and Company may at any time decline to make any shipments or deliveries except upon receipt of payment or upon terms and conditions or security satisfactory to such department. If, in Company’s judgment, Buyer’s financial condition at any time does not justify continuation of production or shipment on the terms of payment originally specified, Company may require full or partial payment in advance. If Buyer refuses to accept such change in credit terms, the order may be canceled without liability arising therefrom to either party, in whole or in part, at Company’s option. Further, on delinquent accounts, Company will not be obligated to continue performance under any agreement with Buyer. Buyer warrants to Company that, upon each date on which Buyer placed an order with Company covered by this acknowledgment or agreement, Buyer was financially solvent under applicable law.
(e) In the event of (i) Buyer’s bankruptcy or insolvency, (ii) any proceeding is brought or threatened against Buyer or brought by Buyer under any bankruptcy or insolvency laws or their equivalent or (iii) Buyer commences to be wound up or suffers a receiver to be appointed, Company may cancel any order then outstanding without liability to Company and Company will receive reimbursement from Buyer for costs incurred, including but not limited to attorneys’ fees, lost profit for product so cancelled, and all other costs associated with the cancellation, direct and indirect, including without limitation costs for work in process or custom goods.
3. Title and Delivery.
(a) All sales are made F.O.B. Redmond Washington US, Company’s facility, unless otherwise specified by Company. Title and risk of loss will pass to Buyer upon tender by Company of the product to the carrier at Company’s shipping point. Unless otherwise agreed, Company will exercise its own discretion with respect to the manner of shipment, packaging, insurance, carrier and the like. All claims for damages must be filed directly with the carrier. Buyer is responsible for duty payments and/or duty exempt qualifications with regard to sales and/or shipment of products outside the U.S.A. The products shall be deemed accepted by Buyer upon delivery to the carrier for shipment.
(b) Company will ship products in accordance with the planned shipment dates as confirmed in Company’s order acknowledgment. However, the planned shipment date is an estimate only, and Company will not be liable for failure to ship on or before such date under any circumstances. Company reserves the right to make partial shipments of products, and invoices will be issued accordingly. Unless otherwise agreed, Company will not be obligated to arrange for deliveries outside the U.S.A.
4. Safety. The products offered by Company are research chemicals and for research use only. Buyer acknowledges and agrees that these chemicals will only be used or handled by or under the direct supervision of technically qualified individuals who are familiar with laboratory procedures and potential hazards in handling laboratory chemicals. Company makes no guarantee of results obtained and assumes no liability for injuries, damages or penalties resulting from the use of product provided under this Agreement. Buyer agrees that it shall be solely responsible for learning and understanding the risks associated with any products provided by Company, and for training its personnel in techniques for the safe handling and use of the products. If any license, permit or approval of any person, entity or governmental or regulatory authority is required for the acquisition, transport or use of the products provided hereunder, Buyer shall be solely responsible for such compliance at its own expense. Buyer also represents and warrants that it will comply with all applicable laws with respect to the use, distribution and disposal of any products provided by Company. Company agrees that it will use and dispose of products in a safe and responsible manner, and in compliance with the strict standards related to the protection human health and the physical environment. Products sold under this agreement are not intended for use as foods, drugs, cosmetics or household chemicals, and Buyer agrees that they will not be used for such purposes.
5. Use of Products. Buyer represents and warrants that it will properly test, use, manufacture and market any final articles made from the products provided by Company in accordance with all applicable law and regulation, now and hereinafter enacted. Buyer agrees to use the products provided by Company in strict accordance with any instructions furnished by Company relating to the use of such products.
6. Warranty Disclaimer. EXCEPT FOR ANY WARRANTY PROVIDED ON THE LABEL OF A COMPANY PRODUCT, ALL COMPANY PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY. COMPANY SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF PRODUCTS OR SERVICES. BUYER WILL HAVE NO RIGHT TO MAKE OR PASS ON ANY SUCH WARRANTY ON BEHALF OF COMPANY TO ANY THIRD PARTY. COMPANY DOES NOT WARRANT THAT THE USE OR SALE OF THE PRODUCTS DELIVERED HEREUNDER WILL NOT INFRINGE THE CLAIMS OF ANY UNITED STATES OR OTHER PATENT COVERING THE PRODUCTS THEMSELVES OR THE USE THEREOF IN COMBINATION WITH OTHER PRODUCTS OR IN THE OPERATION OF ANY PROCESS.
7. Warranty Limitation. COMPANY WARRANTS AND REPRESENTS THAT THE PURITY STATED FOR EACH LOT OF PRODUCT IS ASSAYED USING TECHNIQUES SUITED FOR THE ANALYSIS OF THAT CHEMICAL MOIETY AND IS ACCURATE TO THE LIMIT OF THE TECHNIQUE EMPLOYED. Water (H20), at a level less than 2%, is not a contaminant.
8. Limitation of Liability. COMPANY’S LIABILITY FOR ALL CLAIMS RELATED TO OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO A REFUND OR CREDIT TO BUYER OF THE PURCHASE PRICE FOR PRODUCTS, OR TO THE REPAIR OR REPLACEMENT OF PRODUCTS, AT COMPANY’S OPTION. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, THE COST OF PROCURING SUBSTITUTE GOODS, INABILITY TO OBTAIN SUBSTITUTE GOODS, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, COSTS INCURRED DUE TO DELAY OR FAILURE TO MEET ANY SHIPMENT DATE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, AND REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Indemnification. Buyer agrees to indemnify and hold Company harmless from and against any and all losses, damages and expenses (including attorney’s fees) that Company may sustain or incur as a result of any claim arising in connection with Buyer’s use of the products provided by Company, or Buyer’s failure to adhere to the terms and conditions provided herein.
10. Allocation of Risk. The sections of this agreement with respect to limitation of liability, limitation of warranties and indemnification allocate the risks of this agreement between the parties. This allocation is reflected in the pricing of the products purchased hereunder and is an essential element of the basis of the bargain between the parties.
11. Export Control. Buyer agrees to comply strictly and fully with all export controls imposed on the products by any country or organization of nations within whose jurisdiction Buyer operates or does business. Buyer agrees not to export or permit exportation of any part of the products or any related technical data or any direct product of any related technical data, without complying with the export control laws in the relevant jurisdiction.
12. Governing Law and Venue. This agreement will be governed by and construed in accordance with the laws of the State of Washington without regard to conflict of laws principles. The exclusive jurisdiction and venue for all claims or actions related to or arising under this agreement will lie in the state and federal courts of King County, Washington.
13. Waiver. No term or provision of this agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
14. Entire Agreement. These terms and conditions constitute the entire agreement between the parties. This agreement will not be modified, supplemented, qualified or interpreted by any trade usage or prior course of dealing without Company’s written consent. No representation, promise or condition not expressly provided in writing and signed by authorized representatives of Buyer and Company will be binding on either party.