These terms and conditions apply to all sales made hereunder. This sale is governed by the laws of the state of Illinois, including, but not limited to, Illinois Constitution Title 13 Division 2 Uniform Commercial Code. You, as the buyer, are the “Purchaser” and acknowledge that you (1) sought out the Seller in, (2) negotiated the sale in, (3) entered into this sale in. Purchaser further acknowledges that you have, through your conduct, purposefully established minimum contacts with the state of Illinois to subject yourself to, and expect to be subject to, the jurisdiction of Illinois Courts. The exclusive jurisdiction and venue for any litigation that may arise hereunder is a court of competent jurisdiction in Illinois
You hereby warrant and represent that you are over the age of 18, and that you deal in goods of the kind or otherwise by occupation hold yourself out as having knowledge or skill peculiar to the practices or goods involved in this transaction or to whom such knowledge or skill may be attributed by your employment of an agent or broker or other intermediary who by occupation holds himself or herself out as having such knowledge or skill. All goods purchased from Seller are to be used solely for Purchaser’s own laboratory, and shall not be used for any other purpose or resold or given to any third party. Many of our good sold have limited research available about them and improper usage may result in adverse effects, including personal injury or even death, if improperly handled or consumed. The Purchaser agrees that the goods have not been sterilized or tested by Seller for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use and shall not be used for said purposes. The goods shall not be used for human consumption or in vivo research. The Purchaser represents and warrants to Seller that the Purchaser will properly test, handle, store and use any goods purchased from Seller in accordance with all applicable law and regulations. Purchaser assumes all risk of use of the goods and is solely responsible to verify the hazards and to conduct any research necessary to learn the hazards involved in using goods purchased from Seller. Purchaser agrees to comply with instructions, if any, furnished by Seller or the third party manufacturer relating to the use of the goods and not use the goods in any manner in violation of these terms and conditions or contrary to law. Any claims or statements made by the manufacturer of any goods being sold hereunder have not been formally evaluated by the United States Food and Drug Administration. Our goods are not designed or intended (either expressed or implied) to treat, cure, prevent or diagnose any condition or disease. Our goods are for use and handling only by persons with the knowledge and equipment to safely handle this ingredient Keep the goods out of the reach of children. If you, as the Purchaser, do not know or are unaware of your legal rights, it is your responsibility to check with local, state and federal law prior to placing an order.
THE PURCHASER HEREBY ACKNOWLEDGES THAT (A) THE SELLER IS ONLY A RESELLER OR DISTRIBUTOR OR THE GOODS BEING SOLD, (B) THE SELLER UNDERTAKES NO INSPECTION OR INVESTIGATION OF THE GOODS, AND (C) THE GOODS SOLD BY THE SELLER ARE PROVIDED “AS IS.” THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, THE COMPONENTS OR INGREDIENTS THEREOF, OR THE QUALITY OR USE THEREOF. THE SELLER DISCLAIMS ALL IMPLIED WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND STATES THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. THE PURCHASER FURTHER ACKNOWLEDGES THAT IT IS RELYING SOLELY ON HIS OR HER OWN INSPECTION OR INVESTIGATION OF THE GOODS, AND ON THE WARRANTY (IF ANY) PROVIDED BY THE THIRD PARTY MANUFACTURER OR SUPPLIER OF THE GOODS.
Purchaser assumes all risk of loss as to the goods being purchased once they are delivered by Seller to a common carrier or shipper, whether the U.S. Postal Service, Federal Express, or other common carrier or shipper, as selected by Seller in his sole and absolute discretion.
Purchaser acknowledges that the goods shall be deemed as conforming if the Purchaser accepts the goods, or as otherwise provided in Chapter 672, F.S., unless rejected by Purchaser prior to acceptance in writing, specifying the specific claimed defect, with such writing delivered to Seller within three (3) days following delivery of the goods.
In the event of any litigation arising from or related to the goods being sold hereunder or the sale of said goods, Seller shall be entitled to recover its reasonable attorney’s fees and costs incurred in said litigation, including all of Seller’’s reasonable attorney’s fees and costs incurred in litigation or on appeal. The Purchaser waives any right to a trial by jury, and waives any entitlement to recover any attorney’s fees in either defending any litigation or pursuing any claims hereunder, notwithstanding the provisions of Section 57.105 (7), F.S.
The Purchaser shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Seller.
In no event shall the Seller be liable to the Purchaser or to any third party for any delay, special, non-compensatory, consequential, indirect, incidental, statutory or punitive damages, including lost profits, of any kind (including, without limitation, for lost profits, lost sales, lost revenue or loss of use) arising from or related to the goods being purchase, the sale of said goods and the time of Seller’s performance, whether sounding in contract, tort, negligence, strict liability, or otherwise. Notwithstanding anything to the contrary, the Seller’s total aggregate liability to the Purchaser for any claim, demand, action or proceeding arising from or related to the goods being sold and the sale of said goods shall be limited to the purchase price paid by the Purchaser to the Seller for said goods.
The Purchaser shall defend, indemnify and hold harmless the Seller, and the third party manufacturers and suppliers of the goods sold hereunder, from and against all claims, demands, losses, liabilities, damages and expenses (including without limitation attorneys’ fees and costs) resulting from any claims, demands, actions and other proceedings arising from or relating to (a) the use, handling or storage of the goods or any components or ingredients thereof, or (b) any claim that the goods or any components or ingredients thereof, or the sale or use thereof, infringes, misappropriates or otherwise violates (or contributes to or induces the infringement, misappropriation or other violation of) the patent or other intellectual property rights of any person or entity or violates or otherwise conflicts with any applicable law, regulation or court order.
These terms and conditions contain the entire agreement entered into between the parties and is entered into by the parties without reliance upon any oral or written promise, warranty, or representation other than as is expressly described herein.
These terms and conditions may not be altered, amended, modified or otherwise changed in any respect, except in a writing executed by the parties.
The failure of the Seller to insist upon strict performance hereunder shall not be deemed a waiver of its rights to thereafter insist upon strict performance, nor a waiver of its right to declare a default based upon a subsequent failure to strictly perform and Seller shall further not be estopped from subsequently declaring a default thereafter arising from the Seller’s choice to not insist upon strict performance hereunder.
Purchaser agrees that notwithstanding any prior course of performance, course of dealing, or usage of trade, that Purchaser may not return to Seller any goods purchased hereunder for a refund, exchange or credit.
Any suit or other action based on breach of these terms and conditions or arising from or relating to the goods (other than an action by the Seller for amounts due the Seller) must be commenced within six months from the date of tender for delivery by the Seller.