General Conditions of Sale
Upon receipt of this acknowledgement, and subsequent acceptance of goods, Buyer will be deemed to have assented to the terms and conditions of sale presented below.
Unless noted in separate written acknowledgement between the Seller and Buyer, these Conditions of Sale represent the entire agreement among the parties, and unless covered under separate agreement, supersedes any and all representation, warranties, or other statements or promises, if any, which have been made by or to any of the parties in connection with this Order Acknowledgement and shall be valid and binding.
Pricing and Terms
Seller reserves the right to change prices without notice. Any price reduction will automatically apply to Buyer’s invoice. Standard payment terms are NET 30 DAYS .A finance charge of 1.5 percent per month (annual percentage rate of 18 percent) may be charged to past due accounts.
Credit Card Orders
Seller accepts VISA®, MasterCard® and American Express® as payment for order.
Lot Reservation Policy
Samples are provided at no charge for the purpose of testing a particular lot. Reserved lots will be held for three weeks from the date the sample is shipped. Upon completion of your testing, a purchase order for the amount reserved is required to secure product. The reserve will be automatically cancelled at the end of the three weeks unless otherwise notified.
Perishable Product Packaging
Perishable products are packed as appropriate in insulated cartons for safe arrival. A packaging charge is added as a separate item on the invoice when products require dry ice or cold packaging. Seller will not accept responsibility for shipments packaged contrary to Seller’s procedures.
Delivery, Claims, Delays
Items ordered are shipped within 48 hours of receipt of the order. Partial shipments may be made when complete orders cannot be shipped. If partial shipments are not acceptable, indication should be made at the time the order is placed. Orders are shipped via best way unless otherwise specified. FUJIFILM Irvine Scientific routinely ships via FedEx®. To avoid possible damage when shipments are made near a weekend or holiday, frozen or cold packaged products are shipped on Monday through Thursday. Seller will not accept responsibility for shipments made contrary to Seller's normal shipping schedule. Special shipping and delivery requirements must be clearly indicated at the time an order is placed. Shipments are FOB ship point, with freight prepaid and added to Buyer's invoice, unless otherwise indicated.
Seller shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture or deliver due to any cause beyond Seller's reasonable control.
Allocation of Goods
If Seller is unable for any reason to supply the total demands for goods specified in Buyer's order, Seller may allocate its available supply among any or all Buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance.
Shortages and Damages
If a shortage occurs in any shipment received from Seller, Buyer will notify Seller's Customer Service Department within three business days for a credit or replacement product. Otherwise, the order will be considered complete. Seller provides assistance with filing claims for loss or damaged product. Buyer to retain all packing materials and containers for possible inspection by the carrier.
Cancellation of custom prepared products will not be accepted after manufacturing has begun.
A Return Goods Authorization number and shipping instructions must be obtained from Seller's Customer Service Department prior to returning any product. All products need to be returned in good condition and is subject to a handling and restocking charge of 20 percent plus freight. No product may be returned after 30 days. Where spoilage occurs in transit, Buyer to contact Seller's Customer Service department and request instructions immediately upon receipt of the shipment. Credit will not be issued on any items that are returned without prior authorization from Seller.
Conditions and Intended Use
Unless otherwise indicated, Seller's products are for purposes described only. They are not to be used for administration to humans or for drug purposes. Nothing disclosed herein is to be construed as a recommendation to use products in violation of any patents. The information presented is believed to be accurate. However, said information and products are offered without warranty or guarantee since the ultimate conditions of use and the variability of the materials treated are beyond Seller's control. Seller cannot be responsible for patent infringements or other violations that may occur with the Buyer's use of these products.
Buyer agrees to indemnify and hold harmless Seller, from damages that Seller may sustain or incur as a result of any claim against Seller due to negligence or misuse. Buyer shall notify Seller in writing immediately upon Buyer's receipt of knowledge of any incident involving Seller's products which result in personal injury or claim. Buyer shall agree to fully cooperate with Seller in the investigation and determination of the cause of such incident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.
No Resale of Products into U.S. Embargoed/Sanctioned Countries
In purchasing Seller’s products, Buyer shall comply at all times with all applicable laws and regulations, including without limitation, United States Export Administration Regulations (“EAR”) and any other applicable export control and sanctions regulations, and all environmental and health and safety laws and regulations (collectively, “Regulations”). In furtherance and not in limitation of the foregoing:
(a) Buyer shall have the sole responsibility for obtaining and maintaining, and shall obtain and maintain, any and all approvals, licenses, permits, registrations or authorizations, howsoever called, of any applicable regulatory agency, department, bureau or other government entity necessary for any resale or use of Seller’s Products outside of the United States, and shall not sell any Products to, or for the use or benefit of, any intermediary or ultimate purchaser with which Seller could not deal under laws or regulations of the United States or other applicable jurisdictions; and
(b) Buyer shall not directly or indirectly, engage in any activity or transaction in relation to any U.S. sanctioned country that, if undertaken by a U.S. person, would be in violation of U.S. sanctions laws and regulations, including, but not limited to, the International Emergency Economic Powers Act (50 U.S.C. § 1701-1706), the provisions of related Executive Orders, sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) and any other Regulations that may be in effect and applicable to such sanctioned countries, unless both (i) applicable authorizations are obtained or general licenses apply, and (ii) Seller has provided its prior written approval.