- Acceptance Buyer's acceptance of this invoice shall create a contract subject to and expressly limited by the terms and conditions herein contained, whether additional to or different from those contained in Buyer's purchase order or any other form or document heretofore or hereafter supplied by Buyer to Advanced Biotechnologies Inc. (ABI), the Seller.
- Taxes Any tax, duty, custom, or other fee of any nature imposed upon or on account of this transaction by any foreign, U.S., state, or local governmental authority shall be paid by Buyer in addition to the prices quoted or invoiced by the Seller.
- Payment Payment terms shall be net thirty (30) days after shipment by ABI. An interest charge equal to 1-1/2% per month will be added to invoices outstanding beyond thirty (30) days after shipment and Buyer shall reimburse ABI for any costs incurred by ABI in the collection of such outstanding invoices.
- Delivery and Shipment All shipments are F.O.B. point of shipment unless otherwise noted. ABl accepts no liability for any losses or for general, special, or consequential damages arising out of delays in delivery or shipment caused by circumstances beyond ABl's reasonable control. Identification of goods to the contract shall occur at point of shipment, at which time risk of loss shall pass to Buyer. That is, ABl's shipping responsibility ceases with safe delivery in good condition to the transportation company.
- Allocation of Goods If ABI is unable for any reason to supply the total demands for goods specified in Buyer’s order, ABI may allocate its available supply among any or all Buyers on such basis as ABI may deem fair and reasonable, without liability for any failure of performance that may result therefrom. ABI shall notify Buyer of the estimated supply available for Buyer.
- Inspection Buyer shall inspect any goods shipped hereunder prior to acceptance and shall notify ABI in writing of any nonconforming goods. If Buyer shall not have given ABI written notice within five (5) days after receipt by Buyer, such goods shall be deemed to conform to the terms and conditions hereof and to have been accepted by Buyer.
- Warranties ABl warrants that its products are properly classified, described, packaged, marked, labeled, and in proper condition for transportation according to the U.S. Department of Transportation regulations and are of merchantable quality. THIS WARRANTY IS EXCLUSIVE, AND ABI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF ANY PARTICULAR PURPOSE. This warranty does not cover goods which have been subjected to misuse, abuse, neglect, alteration, accident, personal damages caused by failure to follow written instructions, if any, furnished by ABl, warnings and recommendations or damage inadvertently caused by the user.
ABl's sole and exclusive liability and Buyer's exclusive remedy with respect to defective or nonconforming products shall be the replacement of such goods without charge or refund of the purchase price upon the return of such goods in accordance with ABl's instructions. ABI SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
- Buyer's Use of Products ABl's products are intended primarily for laboratory research purposes and, unless otherwise indicated on the front of ABI's invoice or on product labels, ABI's products are not to be used for any other purposes, including but not limited to, for either in vitro diagnostic purposes or in foods, drugs, or cosmetics for humans or animals or for commercial purposes. Buyer acknowledges that the products have not been tested by ABI for safety and efficacy, unless otherwise stated in literature furnished to Buyer by ABI. Buyer expressly represents and warrants to ABI that Buyer will properly test, use, manufacture, and market any products purchased from ABI and any final articles made from them in accordance with the practices of a reasonable man who is an expert in the field and in strict compliance with all applicable foreign, U.S., and state food, drug, device, and cosmetic, and other relevant laws and regulations, now and hereinafter enacted. Buyer further warrants to ABI that any final articles manufactured from ABl's products shall not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug, and Cosmetic Act.
Buyer realizes that because ABI's products are intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. Buyer assumes responsibility to assure that the products purchased from ABI are approved for use under TSCA, if applicable.
Buyer agrees to indemnify and hold ABI harmless from and against any and all losses, damages, and expenses (including' attorneys' fees and other causes of defending any action) that ABI may sustain or incur as a result of any claim by Buyer, its officers, agents, or employees, its successors and assigns, and its customers, whether direct or indirect, in connection with the use of ABl's products, or by reason of Buyer's failure to perform the obligations herein contained. Buyer shall notify ABI within fifteen (15) days of Buyer's receipt of knowledge of any accident involving ABI's products resulting in personal injury or damage to property, and Buyer shall fully cooperate with ABl in the investigation and determination of the cause of such accident and shall make available to ABI all statements, reports, and tests made by Buyer or made available to Buyer by others. The furnishing of such information to ABI and any investigation by ABI shall not constitute an assumption of any liability by ABI.
- Return Goods No products shipped under this contract shall be returned without the express prior authorization and shipping instructions of ABI. All returns of products are subject to a restocking charge of 15% of the value of the product. No returns will be authorized after sixty (60) days following shipment to Buyer. See also item (6.) Inspection.
- Patent and Trademark Disclaimer ABI does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any United States or other patents or trademarks covering the product itself or the use thereof in combination with other products or in the operation of any process.
- Modifications, Waiver, Termination This contract may be modified and any breach hereunder may be waived only in writing signed by the party against whom enforcement is sought.
- Governing Law This contract and terms and conditions shall be governed by and construed in accordance with the laws of the State of Maryland and the United States of America.
