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Terms of Use
Terms of Use
NOTES ON USAGE
Please read the following terms and conditions carefully and agree to them before using this website. Please understand that by using this website, you are considered to be bound by all the following terms and conditions.
COPYRIGHTS
The copyrights and other rights to the information contained in this website belong to TCI America (hereinafter called "TCI") or the owners of such copyrights from whom TCI has been granted licenses unless otherwise specifically provided herein. These copyrights are protected under the copyright laws of various countries, various conventions and other laws, and you are not allowed to use them beyond the legally permissible extent or beyond your personal usage.
In addition, all copyrights to the contents of electronic mails that TCI will send to you belong to TCI, and you are not allowed to transfer or reprint them in any manner whatsoever without the prior written consent of TCI.
In addition, all copyrights to the contents of electronic mails that TCI will send to you belong to TCI, and you are not allowed to transfer or reprint them in any manner whatsoever without the prior written consent of TCI.
DISCLAIMER
The information on this website may be subject to change without notice. In addition, the operation may be subject to interruption or suspension without notice. Under no circumstances, shall TCI be liable for any damage that may result from any changes in information, interruptions, or suspensions of this website. TCI pays careful attention in posting the information on this website, but TCI does not guarantee the accuracy, utility, or safety of the information in any way or manner whatsoever.
Other websites of third parties to whom links may be established from this website are managed by such third parties, and under no circumstances, TCI shall guarantees their contents .
TCI shall accept no responsibility whatsoever for any loss or damage resulting from having enabled or disabled you to use this website. TCI shall accept no responsibility whatsoever for any trouble or damage to the software or hardware resulting from your use of this website.
Other websites of third parties to whom links may be established from this website are managed by such third parties, and under no circumstances, TCI shall guarantees their contents .
TCI shall accept no responsibility whatsoever for any loss or damage resulting from having enabled or disabled you to use this website. TCI shall accept no responsibility whatsoever for any trouble or damage to the software or hardware resulting from your use of this website.
LINKING
If you wish to establish a link to this website (http://www.tcichemicals.com/), you are requested to contact our Company (info@tciamerica.com). Please understand in advance that we reserve the right to refuse any links from such websites that may libel or defame our Company or such websites that may contain any adult contents. In addition, we reserve the right to refuse any links that use such techniques as frame linking to obscure the fact that these pages are produced by our Company.
WEB BROWSER
To use our website comfortably, we recommend you to use any of the following browsers:
Microsoft Internet Explorer 8.0 or later, or Firefox 4.0 or later
Please note that there is a possibility that this website may not be used in any environment other than the one recommended, or may not be used or correctly displayed even in the recommended environment depending on the setting of your browsers.
Microsoft Internet Explorer 8.0 or later, or Firefox 4.0 or later
Please note that there is a possibility that this website may not be used in any environment other than the one recommended, or may not be used or correctly displayed even in the recommended environment depending on the setting of your browsers.
The information on this website may be subject to change without notice. In addition, the operation may be subject to interruption or suspension without notice. Under no circumstances, TCI shall be liable to any damage that may result from any changes in information, interruptions, or suspensions of this website. TCI pays careful attention in posting the information on this website, but TCI does not guarantee the accuracy, utility, or safety of the information in any way or manner whatsoever.
Other websites of third parties to whom links may be established from this website are managed by such third parties, and under no circumstances, TCI shall guarantees their contents .
TCI shall accept no responsibility whatsoever for any loss or damage resulting from having enabled or disabled you to use this website. TCI shall accept no responsibility whatsoever for any trouble or damage to the software or hardware resulting from your use of this website.
Please enable the following settings. When they are disabled, your browsers may not function correctly.
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You can rest assured, however, that the information in a cookie is encoded, and it does not retain any personal information about you.
Screen Resolution
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On this website, we use Java applets when searching chemical structural formulas. To use search chemical structural formulas, you need to have Java software. If you do not have it, please download it from here.
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The product names and company names used on this website represent the trade names, registered trademarks, or brand names of relevant companies.
If you have questions, comments or suggestions regarding this website, please contact us at info@tciamerica.com.
Terms and Conditions of Sale
PRICES AND TERMS
All prices are shown in U.S. Dollars.
Payment terms are net 30 days (to approved accounts). VISA, MASTERCARD, and AMERICAN EXPRESS are also accepted forms of payment. F.O.B. Shipping Point.
Every effort will be made to maintain pricing for the catalog time period, but prices are subject to change without notice. Prices will be confirmed at the time of order entry.
Payment terms are net 30 days (to approved accounts). VISA, MASTERCARD, and AMERICAN EXPRESS are also accepted forms of payment. F.O.B. Shipping Point.
Every effort will be made to maintain pricing for the catalog time period, but prices are subject to change without notice. Prices will be confirmed at the time of order entry.
QUANTITY DISCOUNTS
Quantity discounts are available to customers for large orders of any single-unit item listed in the catalog. In general, a 10% discount is granted for 10 or more units of the same item.
FOR BULK QUANTITIES PLEASE INQUIRE.
METHODS OF SHIPMENT
Every attempt will be made to process and ship orders within 24 hours. When complete shipments cannot be made, partial shipments may be made at our discretion unless otherwise requested. Customers will be promptly notified of backordered and/or out-of-stock items.
Regardless of method of shipment, D.O.T. and I.A.T.A. regulations require the use of special packaging for certain hazardous chemicals. Additional charges for hazardous packaging and transportation will be added to the invoice. TCI America's standard hazardous packaging charge is $15.00 per box of hazardous materials shipped. A $5.00 handling fee will also be added to each shipment. We will notify the customer of these costs when orders are placed and will attempt to reduce the costs by consolidating compatible items.
RETURN SHIPMENTS
We will not accept return shipments without prior authorization and shipping instructions. The situations which give rise to returns are often complicated and require individual attention and special handling. Unidentified or unauthorized return shipments will be discarded without credit. Be sure to contact us and we will do our best to resolve each situation in an equitable manner.
Charges will be imposed on catalog items returned due to your error.
Orders over $30.00 will have a 20% minimum restocking charge imposed.
Orders less than $30.00 will not be authorized for return.
Items which are proven defective or non-conforming to our specifications will be replaced at no charge or, at our discretion, credit issued upon receipt of returned goods.
All claims for replacement or credit must be made within 10 days of receipt of goods.
Our liability for any and all claims, losses or damages arising for any cause, including our negligence, shall in no event exceed the purchase price of the materials with respect to which the cause arose. In no event shall we be liable for incidental or consequential damages.
Charges will be imposed on catalog items returned due to your error.
Orders over $30.00 will have a 20% minimum restocking charge imposed.
Orders less than $30.00 will not be authorized for return.
Items which are proven defective or non-conforming to our specifications will be replaced at no charge or, at our discretion, credit issued upon receipt of returned goods.
All claims for replacement or credit must be made within 10 days of receipt of goods.
Our liability for any and all claims, losses or damages arising for any cause, including our negligence, shall in no event exceed the purchase price of the materials with respect to which the cause arose. In no event shall we be liable for incidental or consequential damages.
PURITY
High quality is a requirement for every TCI product. All the chemicals listed in our catalog have been rigorously tested in our Quality Control Laboratory for determination of purity and consistency. The purity and physical constants stated with the product listing are typical values, and may vary slightly from lot to lot. If additional information is needed regarding purity, please contact our Technical Service Department.
TSCA/USAGE
All products described in this catalog are for research purposes only. They are in no way to be used for food, drug, household or any other applications. These chemicals are research chemicals as defined under TSCA. As such they should be used or handled only by or under direct supervision of "Technically qualified individuals" as defined in 40CFR710.2(aa).
The hazards, physiological and toxicological properties of most of our chemicals have not yet been fully investigated and/or determined.
Therefore, all of our chemicals should be handled with the utmost caution when they are used, stored or during disposal. TCI America makes no guarantee of any results and assumes no liability for damage to any person, persons or property resulting from incorrect handling, storage, usage or disposal of our products. TCI America is not responsible for conditions and actions which are beyond our control.
The hazards, physiological and toxicological properties of most of our chemicals have not yet been fully investigated and/or determined.
Therefore, all of our chemicals should be handled with the utmost caution when they are used, stored or during disposal. TCI America makes no guarantee of any results and assumes no liability for damage to any person, persons or property resulting from incorrect handling, storage, usage or disposal of our products. TCI America is not responsible for conditions and actions which are beyond our control.
MATERIAL SAFETY DATA SHEETS (MSDS)
We supply MSDS' to our customers with the delivery of our product as required by the OSHA Hazard Communication Standard and many state laws. MSDS' are also available to customers upon request.
Every effort is made to provide current known information. However, the nature of new research chemicals precludes complete knowledge. TCI America makes no claim as to the completeness, correctness, currency, or comprehensiveness of information provided in our MSDS'. TCI America's products are intended for use by qualified professionals only, who are familiar with the potential hazards, and have been fully trained in proper safety, laboratory and chemical handling procedures.
Every effort is made to provide current known information. However, the nature of new research chemicals precludes complete knowledge. TCI America makes no claim as to the completeness, correctness, currency, or comprehensiveness of information provided in our MSDS'. TCI America's products are intended for use by qualified professionals only, who are familiar with the potential hazards, and have been fully trained in proper safety, laboratory and chemical handling procedures.
HAZARDOUS MATERIAL DISPOSAL
When disposing of a chemical, careful consideration must be given to the chemical and physical properties of the compound. It is imperative all national, state and local laws and regulations governing chemical disposal be observed and followed.
All waste disposal of chemicals should be handled only by individuals who have received specific chemical education and training and who are conversant with chemical handling and safety procedures. Since the hazards and physical properties of any chemical may not yet be fully determined, only technically qualified persons familiar with potential hazards should be responsible for their disposal.
The following reference books may be used as a resource:
The Manufacturing Chemists Associations "Guide for Safety in the Chemical Laboratory", published by Van Nostrand Reinhold, New York, 1972.
"Prudent Practices for Handling Hazardous Chemicals in Laboratories", 1981, and "Prudent Practices for Disposal of Chemical from Laboratories", 1983, published by National Academy Press, Washington, D.C.
All waste disposal of chemicals should be handled only by individuals who have received specific chemical education and training and who are conversant with chemical handling and safety procedures. Since the hazards and physical properties of any chemical may not yet be fully determined, only technically qualified persons familiar with potential hazards should be responsible for their disposal.
The following reference books may be used as a resource:
The Manufacturing Chemists Associations "Guide for Safety in the Chemical Laboratory", published by Van Nostrand Reinhold, New York, 1972.
"Prudent Practices for Handling Hazardous Chemicals in Laboratories", 1981, and "Prudent Practices for Disposal of Chemical from Laboratories", 1983, published by National Academy Press, Washington, D.C.
HAZARDOUS CHEMICALS
Many chemicals in this catalog have been made on a research basis only. Their chemical, physiological, and toxicological properties and hazards have not yet been fully investigated or determined.
When known, hazard class, Merck Index, Chemical Abstract and RTECS Numbers are provided for each chemical. TCI America does not accept any responsibility for this information's correctness, completeness, or that it may fully provide all hazardous properties of each chemical. Chemicals may be extremely toxic or otherwise hazardous. The absence of warning as to these conditions cannot and should not be interpreted as an indication of safety.
All products should be handled only by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. MSDS' will be provided as required by OSHA's Hazard Communication standard.
If a product is hazardous, the product description will carry a number of 1-9. This number is for one of the nine classes determined by the UN Committee of Experts on the Transport of Dangerous Goods. The UN classes relate to the type of hazard:
1. Explosives
2. Compressed gases
3. Flammable and combustible liquids
4. Flammable solids, spontaneously combustible materials, and materials that are dangerous when wet
5. Oxidizers and organic peroxides
6. Toxic materials
7. Radioactive materials
8. Corrosive materials
9. Miscellaneous hazardous materials
When known, hazard class, Merck Index, Chemical Abstract and RTECS Numbers are provided for each chemical. TCI America does not accept any responsibility for this information's correctness, completeness, or that it may fully provide all hazardous properties of each chemical. Chemicals may be extremely toxic or otherwise hazardous. The absence of warning as to these conditions cannot and should not be interpreted as an indication of safety.
All products should be handled only by individuals familiar with their potential hazards and who have been fully trained in proper safety, laboratory, and chemical handling procedures. MSDS' will be provided as required by OSHA's Hazard Communication standard.
If a product is hazardous, the product description will carry a number of 1-9. This number is for one of the nine classes determined by the UN Committee of Experts on the Transport of Dangerous Goods. The UN classes relate to the type of hazard:
1. Explosives
2. Compressed gases
3. Flammable and combustible liquids
4. Flammable solids, spontaneously combustible materials, and materials that are dangerous when wet
5. Oxidizers and organic peroxides
6. Toxic materials
7. Radioactive materials
8. Corrosive materials
9. Miscellaneous hazardous materials
CHEMSTEWARDS - Road to Continuous Improvement
TCI America subscribes to the ChemStewards initiative of the Synthetic Organic Chemical Manufacturer's Association (SOCMA). ChemStewards is a flexible environmental, health, safety and security (EHS&S) program that promotes continuous performance improvement in chemical manufacturing. Implementation of the ChemStewards program leads to enhanced EHS&S performance as well as improved operating performance. The ChemStewards program is an investment in the future of any company.
TERMS & CONDITIONS OF SALE
1. ACCEPTANCE GOVERNING PROVISIONS.
TCI America (Company/Seller) acknowledges receipt of Buyer's order, and accepts Buyer's order expressly conditional on Buyer's assent to the terms and conditions herein contained, whether additional to or different from those contained in Buyer's purchase order or any other form or document heretofore or hereafter supplied by Buyer or Seller. Buyer will be deemed to have assented to those terms and conditions unless Seller receives written notice of any objection within 15 days after Buyer's receipt of this form. Seller's failure to object to provisions contained in any purchase order or any other form or document from Buyer shall not be construed as a waiver of these terms and conditions nor an acceptance of any such provision. This contract and the terms and conditions shall be governed by and construed in accordance with the laws of the State of Oregon.
2. CHANGES, CANCELLATIONS.
No change by Seller of any term or condition of this contract or any of Seller's rights to remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be cancelled or changed by Buyer, unless Seller shall expressly consent hereto in writing by Seller's authorized officer. There are no representations, agreements, promises or understandings between Buyer and Seller that are not expressed herein.
3. DELIVERY, CLAIMS, DELAYS, RETURNS.
Unless specified in writing, all sales are F.O.B. Seller's shipping point. "F.O.B" means "ex factory" as stated in the "incoterms 1953" published by the International Chamber of Commerce, Paris, France. Delivery of goods to the carrier at Seller's plant or other loading point shall constitute delivery to Buyer. Regardless of shipping terms, all risk of loss or damage in transit shall be borne by Buyer. Seller reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries.
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 disposition. If Buyer shall fail to so notify Seller within 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, including without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power.
Goods may not be returned for credit except with Seller's written permission, and then only in strict compliance with Seller's return of shipment instructions.
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 disposition. If Buyer shall fail to so notify Seller within 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, including without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act regulation or request affecting the conduct of Seller's business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power.
Goods may not be returned for credit except with Seller's written permission, and then only in strict compliance with Seller's return of shipment instructions.
4. 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.
5. PAYMENT.
Terms of sale are net 30 days of date of invoice, unless otherwise stated. Materials will be billed at the price in effect at the time shipment is made. If the financial condition of Buyer does not justify the terms of payment specified, Seller may demand full or partial payment in advance before proceeding with the contract. If Buyer defaults in any payment when due, under this or any other order, Seller at its option without prejudice to its other lawful remedies, may defer delivery or cancel this contract.
6. TAXES AND OTHER CHARGES.
Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any government authority, on or measured by the transaction between Seller and Buyer shall be paid by the 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; 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.
Due to special handling requirements and the hazardous nature of products sold, Seller will impose a hazardous packaging fee of $15.00 per box of hazardous materials shipped, and a $5.00 handling fee will be added to each invoice.
7. WARRANTIES.
Unless specified differently in writing, Seller warrants that its products shall conform to the description of such products as provided in the Seller's catalog, or other literature, if furnished to Buyer.
THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESSED 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 or has failed to use the products in accordance with instructions, if any, furnished by the Seller.
"Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products provided to Seller's satisfaction to be defective or non-conforming shall be, in Seller's sole discretion, (1) the replacement of such products without charge or (2) refund of the purchase price upon the disposition of such products in accordance with Seller's instructions.
SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LAW WITH RESPECT TO GOODS SOLD OR TECHNICAL SERVICES RENDERED BY SELLER, OR WITH RESPECT TO ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR CONTINGENT DAMAGES."
THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESSED 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 or has failed to use the products in accordance with instructions, if any, furnished by the Seller.
"Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products provided to Seller's satisfaction to be defective or non-conforming shall be, in Seller's sole discretion, (1) the replacement of such products without charge or (2) refund of the purchase price upon the disposition of such products in accordance with Seller's instructions.
SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LAW WITH RESPECT TO GOODS SOLD OR TECHNICAL SERVICES RENDERED BY SELLER, OR WITH RESPECT TO ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR CONTINGENT DAMAGES."
8. 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. Seller also certifies that to the best of its knowledge, it is in compliance with Executive Order 11246 and its regulations, rules and orders issued pursuant thereto; that it does not discriminate against any employed or prospective employee because of race, creed, color, national origin, sex, age or handicap, nor permit discrimination in any form nor maintain segregated facilities for its employees; that it actively pursues employment of minorities, females, handicapped, disabled veterans and veterans of the Vietnam era; and that it uses its best efforts to award contracts to and place purchase orders with minority business enterprises and with labor surplus area concerns and small business concerns.
9. BUYER'S USE OF PRODUCTS.
Seller's products are intended primarily for laboratory use and, unless otherwise indicated on Seller's invoice, other writings, or on product labels, are not to be used for other purposes, including, but not limited to as, or a component in, a food, drug, or medical device (including in vitro diagnostic reagents) or cosmetics as defined in the Federal Food, Drug and Cosmetic Act, as amended, nor as a pesticide as defined in the Federal Insecticide, Fungicide and Rodenticide Act, as amended. Buyer acknowledges that the products purchased hereunder have not been tested by Seller for safety and efficacy in a food, drug, cosmetic or pesticide unless otherwise stated by Seller in writing furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will properly test, use, manufacture and market any products purchased from Seller and any final articles made from them in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable federal and state food, drug, device, and cosmetic and other relevant laws and regulations, now and hereinafter enacted. Buyer further warrants to Seller that any final articles manufactured from Seller's products shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be articles which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.
Buyer acknowledges that Seller's products are intended primarily for laboratory use and they may not be on the inventory of Existing Chemical Substances defined pursuant to the Toxic Substances Control Act (TSCA). Seller assumes no responsibility to assure that products purchased hereunder may be used in a commercial application as defined under TSCA.
Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Seller. Buyer also has the duty to warn Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products.
Buyer agrees to comply with instructions, if any, furnished by seller relating to the use of the products and not misuse the products in any manner. If the products purchased from Seller are to be repackaged, relabeled, or used as starting material or components of other products, Buyer will verify Seller's assay of the products.
Buyer agrees to indemnify and hold Seller harmless from and against any and all losses, damages and expenses (including attorney's fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors or assigns, and its customers, whether direct or indirect, in connection with the use of Seller's products, or by reason of Buyer's failure to perform the obligations herein contained. Buyer shall notify Seller within 15 days of Buyer's receipt of knowledge of any accident involving Seller's products resulting in personal injury or damage to property, and Buyer shall fully cooperate with seller in the investigation and determination of the cause of such accident 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 shall not constitute an assumption of any liability by Seller.
Buyer acknowledges that Seller's products are intended primarily for laboratory use and they may not be on the inventory of Existing Chemical Substances defined pursuant to the Toxic Substances Control Act (TSCA). Seller assumes no responsibility to assure that products purchased hereunder may be used in a commercial application as defined under TSCA.
Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Seller. Buyer also has the duty to warn Buyer's customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products.
Buyer agrees to comply with instructions, if any, furnished by seller relating to the use of the products and not misuse the products in any manner. If the products purchased from Seller are to be repackaged, relabeled, or used as starting material or components of other products, Buyer will verify Seller's assay of the products.
Buyer agrees to indemnify and hold Seller harmless from and against any and all losses, damages and expenses (including attorney's fees and other costs of defending any action) that Seller may sustain or incur as a result of any claim of negligence, breach of implied warranty, strict liability in tort or other theory of law, by Buyer, its officers, agents or employees, its successors or assigns, and its customers, whether direct or indirect, in connection with the use of Seller's products, or by reason of Buyer's failure to perform the obligations herein contained. Buyer shall notify Seller within 15 days of Buyer's receipt of knowledge of any accident involving Seller's products resulting in personal injury or damage to property, and Buyer shall fully cooperate with seller in the investigation and determination of the cause of such accident 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 shall not constitute an assumption of any liability by Seller.
10. PATENT DISCLAIMER.
Seller does not warrant that the use or sale of the products delivered hereunder will not infringe the claims of any United States or other patent covering the product itself or the use thereof in combination with other products or in the operation of any process.
11. TECHNICAL ASSISTANCE.
At Buyer's request, Seller may furnish technical assistance and information with respect to Seller's products. Unless otherwise agreed, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon. Seller makes no warranties of any kind or nature with respect to technical assistance or information provided by it. Any suggestions by Seller regarding use, application or suitability of the product shall not be construed as an express warranty unless expressly designated as such in writing signed by Seller.
12. MISCELLANEOUS
A. Severability. All provisions of this agreement shall be considered as separate items and conditions, and in the event that any one shall be held illegal, invalid or unenforceable, all other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, provided however, that whenever possible, the illegal, invalid, or unenforceable provisions shall be deemed modified and effective to the extent it may thereby be made legal, valid and enforceable.
B. Binding Effect. All provisions and terms of the contract between Buyer and Seller shall inure to the benefit of and become binding upon the heirs, executors, administrators, successors, representatives, receivers, trustee, and assigns of the parties.
C. Assignability. Neither this agreement nor any right or interest hereby granted to the Buyer whether under the contract between Buyer and Seller or otherwise shall be assigned by the Buyer or by operation of law without the prior written consent of an authorized officer of Seller and any assignment without such written consent shall be null and void and shall not bind Seller.
D. BUYER, HAVING CAREFULLY READ ALL PROVISIONS OF THIS AGREEMENT, ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT AND AGREES THAT THE TERMS CONTAINED HEREIN SHALL SUPERCEDE THOSE TERMS IN THE PURCHASE ORDER WHICH ARE CONFLICTING, INCONSISTENT OR CONTRADICTORY THEREWITH, AND THAT IT HAS NOT RELIED UPON THOSE REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE GOODS EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
B. Binding Effect. All provisions and terms of the contract between Buyer and Seller shall inure to the benefit of and become binding upon the heirs, executors, administrators, successors, representatives, receivers, trustee, and assigns of the parties.
C. Assignability. Neither this agreement nor any right or interest hereby granted to the Buyer whether under the contract between Buyer and Seller or otherwise shall be assigned by the Buyer or by operation of law without the prior written consent of an authorized officer of Seller and any assignment without such written consent shall be null and void and shall not bind Seller.
D. BUYER, HAVING CAREFULLY READ ALL PROVISIONS OF THIS AGREEMENT, ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT AND AGREES THAT THE TERMS CONTAINED HEREIN SHALL SUPERCEDE THOSE TERMS IN THE PURCHASE ORDER WHICH ARE CONFLICTING, INCONSISTENT OR CONTRADICTORY THEREWITH, AND THAT IT HAS NOT RELIED UPON THOSE REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE GOODS EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
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