Template — have counsel review before relying on it.
These Terms of Sale ("Terms") govern every purchase you make from the Supplier through a quote issued on this portal. When you accept a quote (by selecting accept, confirming, or paying the invoice that follows), you agree to these Terms on behalf of yourself and any organization you represent, and you confirm that you have authority to bind it. Acceptance given electronically is as binding as a signed paper agreement.
If you do not agree to these Terms, do not accept the quote.
"Supplier" means the business named as the seller on your quote and invoice. The Supplier is the party selling to you; the quoting software is only the tool the Supplier uses. "Buyer", "you" and "your" mean the person or organization accepting the quote. "Quote" means the priced offer the Supplier issued to you, identified by its reference code. "Products" means the items listed on the accepted Quote.
You must be at least 18 years old and purchasing for a legitimate professional, research, laboratory or business purpose. Products are not sold to consumers for personal use. The Supplier may ask for proof of your identity, institution, licensure or intended use before or after acceptance, and may decline or cancel an order if that information is not provided or does not satisfy the Supplier.
Unless the Quote expressly states otherwise, every Product is sold for professional and research use only. Products have not been evaluated or approved by the U.S. Food and Drug Administration or any other regulator for the diagnosis, treatment, cure or prevention of any disease. Products are not for human or veterinary use, and are not to be used as food, drugs, cosmetics or dietary supplements, unless that use is lawfully permitted for you and for the specific Product.
You will not alter, remove or obscure any label, warning or lot information, and you will handle, use and dispose of Products only by qualified persons, in suitable facilities, and in compliance with all applicable laws, regulations and institutional rules.
Nothing the Supplier provides — including product descriptions, specifications, certificates of analysis, correspondence or pricing documents — is medical, legal or regulatory advice. You are solely responsible for deciding whether a Product is suitable and lawful for your purpose.
A Quote is an offer by the Supplier to sell the listed Products at the listed prices, and it remains open only until the expiry date shown on it. Your acceptance of an unexpired Quote forms an order. Prices on an expired Quote are no longer binding.
The Supplier may decline or cancel an order, in whole or in part, where needed to complete verification, to comply with law or these Terms, to prevent suspected fraud or misuse, or because a Product is unavailable. If the Supplier cancels after you have paid, the Supplier will refund the amount paid for the cancelled Products, which is your sole remedy for the cancellation.
Prices are as stated on the Quote and the invoice issued on acceptance. Unless the Quote or invoice says otherwise, prices exclude taxes, shipping, insurance, duties and similar charges, which you will pay. Payment is due on the terms and by the methods stated on the invoice.
If you believe a charge is wrong, contact the Supplier first and allow it a reasonable opportunity to resolve the issue before disputing the charge with your bank or card issuer.
Shipping and delivery dates are estimates. Title to and risk of loss of the Products pass to you when the Supplier tenders them to the carrier, unless the invoice states other shipping terms. You are responsible for any import permits, licences, customs clearance and compliance with the laws of the destination.
Inspect each shipment promptly on delivery. You must notify the Supplier in writing of any damage, shortage or nonconformity within three (3) business days of delivery and before using the affected Products, with the order reference and reasonable supporting detail. Products that have been opened, used, altered or improperly stored cannot be claimed as nonconforming.
All sales are final except as this section provides. For a timely and valid claim, the Supplier will, at its option, replace the Products, issue a credit, or refund the price paid for them. That is your exclusive remedy for damaged, short or nonconforming Products.
From delivery, you are responsible for storing and handling Products according to their labels and any documentation supplied, for keeping reasonable records of their receipt and use, and for cooperating with any recall, withdrawal or safety notice the Supplier issues.
You will not resell, relabel, repackage or redistribute Products unless the Supplier has agreed to it in writing, and never in a way that misrepresents a Product’s status or permitted use. You will comply with all applicable export control and sanctions laws, and you will not export, re-export or transfer Products to any prohibited destination, person or use.
Except for any express written warranty the Supplier gives on the Quote or invoice, Products are provided "as is". To the fullest extent permitted by law, the Supplier disclaims all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. Certificates of analysis and similar documents are informational and describe the tested lot; they are not a warranty of results in your application.
To the fullest extent permitted by law, the Supplier will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or research time, however caused. The Supplier’s total liability arising out of or relating to an order will not exceed the amount you actually paid for the affected order.
You will defend, indemnify and hold harmless the Supplier and its officers, employees and agents from any claim, loss, liability, fine or expense (including reasonable attorneys’ fees) arising from your breach of these Terms, your use, handling, resale or export of the Products, or your violation of any law or third-party right.
The Supplier is not responsible for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, government action, labour disputes, carrier or supplier failures, utility or network outages, or acts of war or terrorism.
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Before starting any proceeding, the party raising a dispute will notify the other in writing and both will negotiate in good faith for at least thirty (30) days.
Any dispute that is not resolved will be brought exclusively in the state courts located in Miami-Dade County, Florida, or the United States District Court for the Southern District of Florida, and each party consents to their jurisdiction and venue. Each party waives any right to a jury trial in any proceeding arising out of or relating to these Terms or any order.
The Supplier may update these Terms from time to time; the version in force when you accept a Quote governs that order. These Terms, together with the accepted Quote and its invoice, are the entire agreement between you and the Supplier about the order, and they replace any conflicting terms in your purchase order or other documents. If any provision is found unenforceable, the rest remain in effect. Nothing in these Terms gives any right to anyone other than you and the Supplier.
Questions about an order or these Terms go to the Supplier named on your quote. Their contact details appear on the quote page and on your invoice.