Payment and Shipment Terms
Acceptance — All orders and 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 authorized representative of Seller. No other terms and conditions printed on Buyer's purchase order or otherwise, shall be applicable to any order. CIL reserves the right to utilize outside contractors. Products which are quoted and not ordered within thirty (30) days and requested extended delivery dates beyond sixty (60) days of the order shall be subject to possible revised pricing and product availability.
Changes or Cancellations — 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 any 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 packaging, costs of producing non-standard materials, costs of purchasing nonreturnable 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. Certification of such costs by Seller's independent public accountants shall be conclusive on the parties hereto. Made to order Custom Synthesis or Custom Synthesis formulations are not cancelable.
Delivery, Claims, Delays — All sales are transacted according to EXW incoterms unless otherwise noted. Shipping and handling charges do not include insurance unless requested by the Buyer. Delivery of the goods to the carrier at Seller's shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit. The general method of shipment for each item is listed in Seller's catalog or website. However, Seller reserves the right, in its discretion, to determine the exact method of shipment as is required by state, federal, or international shipping regulations.
Immediately upon Buyer's receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects, or damages and shall hold the goods for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller within ten (10) days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. 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.
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 which may result therefrom, unless agreed upon in a separate agreement.
Terms of Payment — Unless prepayment is required, terms of sale are Net 30 days from date of invoice, unless otherwise agreed upon in writing. If the financial condition of Buyer results in the insecurity of Seller, in its sole discretion, as to the collectability of the purchase price, Seller may delay or postpone the delivery of the products; and Seller, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance. If Buyer fails to make timely payment in accordance with the terms of this contract, or its financial responsibility becomes otherwise impaired, Seller reserves the right, among other remedies, to refuse to supply product except upon receipt of cash with order and/or payment in full of all outstanding charges, and/or assess and collect from Buyer a monthly late charge on any delinquent balance equal to the greater of 1.5% per month or the maximum charge permitted by law. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
Taxes and Other Charges — Any use tax, sales tax, excise tax, import duty, customs service charges, VAT, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority or shipping agent, on or measured by the transaction between Seller and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee, or charge, Buyer shall reimburse Seller therefore; or, in lieu of such payment, Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee, or charge. Seller currently charges sales tax for orders shipping to Massachusetts, Wisconsin, and California.
Pricing — Please call for current prices and availability if you require this information prior to placing your order. When placing your order, please reference Seller’s quotation number or Seller’s pro forma number. If Buyer places an order by phone, Seller will confirm current price at that time. Seller has a $100 minimum-order requirement. All prices are in US dollars (USD) unless otherwise agreed.
Packaging — Best bulk packaging will be provided, unless otherwise specified.
Warranties — Seller warrants that its products shall conform to the description of such products as provided to Buyer by Seller through Seller's catalog, analytical data, or other literature. THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Seller.
Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Seller's sole discretion, upon the return of such products, if required, in accordance with Seller's instructions.
Compliance with Laws, Regulations — Seller certifies that to the best of its knowledge its products are produced in compliance with applicable requirements of the Fair Labor Standards Act, as amended, and the Occupational Safety and Health Standards Act of 1970 and regulations, rules, and orders issued pursuant thereto.
Export Compliance — In connection with this transaction, the Parties shall comply at all times with all applicable export control laws and regulations of the US Government. The Buyer shall not, except as such laws and regulations may expressly permit, make any disposition by way of transshipment, re-export, diversion or otherwise, of US origin goods and technical data (including computer software), or the direct product thereof, supplied by the Seller hereunder. The obligations of the Parties to comply with all applicable export control laws and regulations shall survive any termination of, or discharge of any other obligations under, this agreement.
Seller may require statements of end use and destination or other documentation as required for licensing and compliance purposes.
Use Limitations — Products prepared according to Good Manufacturing Practices (GMP) or prepared under the -CTM (Clinical Trial Material) classification are for Investigational Use Only. The performance characteristics of any such product have not been established. Except as specified in writing by Seller with respect to certain GMP or CTM products, CIL products are for Research Use Only, and not for use in diagnostic procedures. Products prepared under the -MPT (Microbiological and Pyrogen Tested) classification are tested at release for: S. aureus, P. aeruginosa, E. coli, salmonella sp., aerobic bacteria, yeast, mold, and bacterial endotoxins. Seller performs release testing only on the bulk lot. Subsequent aliquots are not retested. Buyer assumes and agrees to indemnify Seller against all liability for any claims, damages, or causes of action arising out of Buyer’s or its customers’ use of Seller products for any purpose whatsoever.
Returns — Goods may not be returned for credit or replacement except with Seller's permission, and then only in strict compliance with Seller's return-shipment instructions. Returns must be made within 30 days of a shipment with the prior approval of Seller. Seller reserves the right to impose a restocking fee. Only upon inspection of the returned item will a credit be issued. Product returns must reference the Returned Goods Authorized (RGA) number as provided by the Seller. Under no circumstances will credit or replacement be given for products without prior authorization by Seller. Certain items may not be returned for credit. These items include Custom Synthesis or Custom Formulation items, items quoted under the CUSTOM SYN or CUSTOM FORM part numbers or special orders, specially packaged products, products missing labels, and refilled or reused cylinders.
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 WRITING SIGNED BY AN OFFICER OR OTHER AUTHORIZED REPRESENTATIVE OF SELLER.
Miscellaneous — 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 any order or hereunder 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. 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.
Notices — Any notices between the Parties shall be in writing and delivered or sent to the addresses set forth below or to other addresses as notified by the Parties for the purpose of this clause and shall be sent by mail to Seller, 3 Highwood Drive, Tewksbury, MA 01876 USA, email email@example.com or by fax to +1-978-749-2768.
Governing Law — Unless explicitly otherwise agreed, any contract between Seller and Buyer shall be subject to the laws of the Commonwealth of Massachusetts, without giving effect to its rules on conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.04.1980 shall not apply.
Venue for Disputes — The venue for all disputes between the Parties shall be the federal or state courts located in Boston, Massachusetts, USA.
Anti-Corruption Laws, US Foreign Corrupt Practices Act — Buyer acknowledges that: (a) Seller is an affiliate of a US corporation, and, as such, may be subject to the provisions of the Foreign Corrupt Practices Act of 1977 of the United States of America, 91 Statutes at Large, Sections 1495 et seq. (the “FCPA”); and, (b) Seller is subject to other bribery and corruption laws, including without limitation local laws for the jurisdictions covered hereunder. Under the FCPA it is unlawful to pay or to offer to pay anything of value to foreign government officials, government employees, political candidates, or political parties, or to persons or entities who will offer or give such payments to any of the foregoing, in order to obtain or retain business or to secure an improper commercial advantage. Buyer further acknowledges that it is familiar with the provisions of the FCPA, the and applicable local bribery and corruption laws, and shall not take or permit any action that will either constitute a violation under, or cause Seller to be in violation of, the provisions of the FCPA or applicable local bribery and corruption law.
Assignability — Orders are not assignable or transferable, in whole or in part, without the express written consent of Seller.
Confidentiality — Buyer shall not, without Seller’s written consent, disclose any documents, drawings, schematics, plans, designs, specifications, confidential information, know-how, discoveries, production methods, and the like that are marked confidential, proprietary, or the like (herein referred to as “technical information”) furnished to Buyer, or on Seller’s behalf, for the performance of this agreement, to any person other than personnel of Buyer. Buyer shall take reasonable precautions against any such technical information being acquired by unauthorized persons and shall not employ any such technical information for its own use for any purpose whatsoever, including filing any patent applications disclosing or based on Seller’s technical information or publishing the technical information in any form, except in the performance of this agreement. Seller shall retain title to all such technical information and Buyer shall, at Seller’s request or upon completion of this agreement, return or deliver all such tangible technical information to Seller. The term “technical information” as used herein shall not include information which is generally published or lawfully available to Buyer from other sources or which was known to Buyer prior to disclosure thereof to Buyer by Seller or on Seller’s behalf.
Proprietary Rights — Seller or an affiliate of Seller is the owner of certain proprietary brand names, trademarks, trade names, logos and other intellectual property. Except as otherwise expressly permitted by Seller, no use of Seller’s or its affiliates’ brand names, trademarks, trade names, logos, or other intellectual property is permitted, nor the adoption, use, or registration of any words, phrases, or symbols so closely resembling any of Seller's or its affiliates’ brand names, trademarks, trade names, logos or other intellectual property as to be apt to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by Seller of another entity’s products or services.
Force Majeure — Neither party shall be responsible and held liable for any delay or default in the performance of its obligations under their mutual contract to the extent and as long as this default is caused by an event beyond its control (force majeure). The same shall apply to contractual breaches on the part of suppliers caused by force majeure. An event of force majeure shall, without limitation, in particular include: (a) a state of war or civil war, declared or undeclared; (b) fire; (c) natural disasters like floods, storm, etc.; (d) general shortage of raw materials or inability to obtain equipment or materials; (e) restrictions on energy consumption; (f) law-making or governmental decisions, embargos, export and import restrictions on shipping or delivery; (g) strikes, lockouts, or labor disputes of any kind (whether relating to its own employees or others); (h) accidents; (i) sequestration; (j) an epidemic, pandemic, quarantine restriction, or other material public health event which causes issuance of general public restrictions or advisories, including but not limited to the COVID-19 virus; or which may consist of a governmental or governmental agency order of general or geographic area-wide application that is not directed solely at such party; or (k) any production failure beyond reasonable control. Force majeure shall not be an excuse to delay payments. If either party is affected by one (or more) of the events described above, it shall promptly notify the other party thereof, stating the nature of the event, its estimated duration, and actions being taken to avoid or minimize its effects. Neither party hereto shall be under an obligation to act upon any demand or request to bring to an end any strike or other concerted act of workmen.
Limitation of Liability — Buyer assumes all risk and liability for loss, damage, or injury to persons or to property of Buyer or others arising out of the presence or use of the products or Seller’s provision of services, including infringement of any third-party intellectual property rights resulting from specific use of the products by Buyer. Except as expressly provided otherwise herein, Seller shall not indemnify nor be liable to Buyer, Buyer‘s customers, successors, or to any person or entity for any claims, damages, or losses arising out of the sale or use of products or the provision of services, where liability is premised upon any theory including, but not limited to, warranty, negligence, or strict liability.
SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE, OR LOSS OCCASIONED BY SUCH PRODUCT, INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE. THE TOTAL LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS OF SALE SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES INVOLVED.