Conditions of Sale
- Any sale, delivery or other transaction entered into by IsoSciences shall be subject to these terms and conditions. Any purported waiver or supersession of these terms and conditions, such as by a contrary term in a previous or subsequently issued Purchase Order, or by standard terms referred to or incorporated therein, shall be void and of no effect. This transaction is accepted and agreed to by both IsoSciences and Buyer on the express condition that these terms shall remain effective and non-waivable.
- Buyer accepts the Goods subject to all conditions, warnings and other terms set forth in the Quotation and subject to all conditions, warnings and other terms set forth on any label attached to container in which IsoSciences delivers the Goods. If Goods are specified either in the Quotation or on the label as “not intended for human use,” then Buyer may not, under any circumstances, cause or allow such Goods to be used by or applied to humans. In the event of any actual or threatened violation of this prohibition, IsoSciences may, but shall not be required to, enforce same by injunctive relief. In such case, IsoSciences shall be deemed entitled to such equitable relief; serious and irreparable harm shall be conclusively deemed to be imminent absent such equitable relief; and Buyer shall be responsible for and shall pay all of IsoSciences’ legal and counsel fees and expenses in any action in which IsoSciences seeks such relief. Whether or not IsoSciences seeks or obtains such injunctive relief, Buyer shall and does indemnify and hold IsoSciences harmless from and against any liability, harm, damage, loss, suit, cost, expense or other detriment of any sort, including legal and counsel fees and expenses, arising from or relating in any way to Buyer’s use of the Goods in any manner inconsistent with the terms of the Quotation or the conditions, terms or warnings set forth on the label.
- Parties. “Buyer” as used herein means the addressee of this quotation. “IS” as used herein means IsoSciences LLC.
- Payment. All prices quoted are in U.S dollars. Sales, use, consumption, compensating and excise taxes and retailers occupation taxes payable or collectable by IS in connection with its sales shall be in addition to published and invoice prices. Buyer will reimburse IS for same at the time of payment of the invoice, whether or not such taxes are separately stated on the invoice. Payment is due within 30 days of the date of the final invoice. Late payment will be assessed a penalty equal to 15.99% APR. IS shall have the right to modify, change or withdraw credit at any time and without notice.
- Acceptance and Limitations. Acceptance of this quotation must be made by filling out, signing, and returning to IS the Acceptance Copy attached hereto. This quotation may only be accepted on the exact terms set forth herein, and shall not in any way be changed, limited, controlled or restricted by any verbal communications between Buyer, by any notation or alteration on this document, nor by the provisions on any of Buyer’s forms, letters, or papers which are inconsistent herewith unless such provisions are specifically agreed to in writing by IS.
- Precursor. The Buyer is required to supply the precursor(s) for the compound to be custom synthesized by IS. Only chemically pure compounds should be submitted as precursors for custom synthesis. The work to be done by IS is inherently risky, and Buyer’s property, including precursors, may be damaged or destroyed in the process of such work. Buyer accepts and assumes this risk. In the event that the precursor(s) is (are) destroyed in whole or in part during the custom synthesis, Buyer shall have no claims whatsoever, including claims for damages of any kind, against IS as a result of such destruction.
- Method Transferability. Any quote based on a customer’s supplied method, and the price derived there from, is subject to the supplied method being repeatable and transferable to the laboratories of IsoSciences. IsoSciences expects results from the supplied procedure(s) that we observe to agree with those provided by the customer. Should IsoSciences find that the results from the supplied method(s) are either wholly, or in part, not reproducible, then IsoSciences reserves the right to suspend work pending acceptance by the customer of additional charges for research and development costs. The customer is liable for all work done up to the point of work being suspended.
- Completion Date. The date for completion of the custom synthesis is estimated from the later of the date of receipt of the signed Acceptance Copy or the date of receipt of the precursor by IS. This date is an estimate and subject to change at IS’ discretion. Whenever possible, IS will provide the Buyer with advance notice of such a change; however, IS shall have the right to change or delay that date for completion, and Buyer shall have no claims whatsoever, including claims for damages of any kind, against IS as a result of any such change.
- Cancellation. It is understood by Buyer that IS may encounter unforeseen difficulties in the preparation and purification of goods which conform to the specifications and terms quoted herein. In such event IS shall have the right to cancel this quotation, and the Buyer shall have no claims whatsoever, including claims for damages of any kind against IS as a result of such a cancellation. Whenever possible IS will offer the customer a modified quotation.
- Limited Warranty. IS warrants that, at the time of shipment, the products described herein or in a modification of this quotation are free from defects in material and workmanship and conform to the specifications which accompany the products. Because the stability of a custom synthesized product is unknown, notification of any breach of warranty must be made to IS within 15 days of receipt of the product by Buyer, unless otherwise provided in writing by IS. Buyer shall have no claim against IS whatsoever if Buyer fails to notify IS of a defect within fifteen (15) days after Buyer’s receipt of the product or within such other period as may be specified in writing by IS. IS makes no other warranty of any kind, whether express or implied, as to the product, its fitness for purpose, its merchantability, as to IS’ performance, or otherwise.
- Limited Remedy. The sole and exclusive remedy of the Buyer for any liability of IS of any kind, including liability based upon any warranty, express or implied, strict liability, contract or otherwise, is limited to the replacement of the goods or the refund of the invoice price of the goods. IS shall not in any case be liable for special, incidental, or consequential damages of any kind.
- Testing. It is Buyer’s responsibility to test the precursor(s) and/or the product for any risks to health or the environment associated therewith; take appropriate precautions to protect persons and the environment from such risks; enforce appropriate methods of research to minimize such risks; and implement safety assessments and procedures relative to the procurement, storage, use and disposal of the materials involved. IS does not and will not have any responsibility for any such testing or research.
- Return of Materials IS products are not returnable with the exception of defective goods or shipments made in error by IS. Returns will not be accepted without prior authorization, and authorizations need to be requested within 7 days of product receipt.
- Indemnification. With respect to any goods manufactured by IS in accordance with designs, processes or formulas supplied, specified or requested by Buyer, Buyer warrants that such goods do not and will not infringe any property or proprietary right of any third party. Buyer further warrants that the precursor(s) and or the custom synthesis compound manufactured by IS complies and will comply with the provisions of the Toxic Substances Control Act (TSCA). Further, Buyer:
- shall defend IS and hold IS harmless in any claim, suit or other proceeding alleging the infringement by IS of any letters, patent, trademarks or other proprietary rights by reason of the use of such designs, processes, or formulas, provided IS promptly notifies Buyer in writing of any claim of or suit for infringement; and
- shall and does hereby indemnify IS and hold IS harmless against any losses, claims, damages, liabilities and expenses (including the cost of settlements reasonably incurred) arising out of any such claim, suit or proceeding. IS is entitled to be represented with respect to any such claim, suit or proceeding by counsel of its choice reasonably acceptable to Buyer, at Buyer’s expense; and
- shall and does hereby indemnify IS and hold it harmless against any losses, claims, damages, liabilities and expenses (including counsel fees and the cost of settlements reasonably incurred) arising out any claim, suit, or proceeding based on violation or alleged violation of the TSCA by any precursor supplied by Buyer or by any goods manufactured by IS in accordance with designs, processes or formulas supplied, specified or requested by Buyer.
- Liability. IS assumes no liability for consequential or incidental damages of any kind, and the Buyer, by acceptance of this service or product, assumes liability for, and shall indemnify and hold IS harmless against, the consequence of its use or misuse by the Buyer, its employees or third parties, including consumers. Further, the Buyer agrees to defend any and all suits, claims and demands brought against IS and agrees to and will indemnify IS and save it harmless from and against any and all suits, claims and demands whatsoever for injuries to or death of any person, or damage to or loss of property alleged out of, in connection with, or to be incidental to IS furnishing the service or product contemplated herein, whether or not such injury, death, loss or damage shall be caused or contributed to by the joint or concurring negligence of IS. Buyer further agrees to and will pay, liquidate, discharge and satisfy any and all judgments, awards or expenses which may be rendered against or incurred by IS on account of injuries to or death of any person or loss or damage to any property whatsoever, caused by, arising out of, in connection with or incidental to IS furnishing the service or product contemplated herein, including but not limited to all costs of suit, attorney’s fees and reasonable expenses in connection therewith, whether or not such judgments, awards or expenses is rendered against or is incurred by IS because of the joint or concurring negligence of IS. As used in this paragraph, the word “IS” shall include IsoSciences LLC, its officers, directors, employees and agents. Buyer warrants that IS will incur no liability for, nor any expense in defending, any claim asserted against IS relating to either the precursor or the product as synthesized pursuant to Buyer’s specifications. This paragraph, in its entirety, also applies to suits, claims and demands based on the rules of strict liability and product liability.
- Modification. No modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon IS unless approved in writing by an authorized representative of IS and no such modification or waiver shall be deemed to have been effected by the acknowledgement or acceptance of Buyer’s forms containing other or different terms and conditions whether or not signed by an authorized representative of IS.
- Relationship of the Parties. Nothing contained in this document shall be construed to constitute or create any relationship between the parties of employer/employee nor principal/agent nor partners or joint venturers.
- Notices. All notices, requests, and consents required or permitted under this Agreement shall be deemed given on the third business day after it is deposited with the United States Postal Service, registered or certified mail, return receipt requested, postage prepaid, addressed to the parties at the addresses set forth below, or to such other address(es) as a party may have designated by due notice to the other parties:
Attn: Scott Landvatter
1017 W Ninth Avenue
King of Prussia, PA 19406
- Interpretation of Contract. This contract shall be construed according to the laws of the Commonwealth of Pennsylvania.