TCI TERMS AND CONDITIONS

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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.  BUYER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS.

Scope of Agreement.  These terms and conditions of sale (“Terms and Conditions”) will constitute the entire agreement between entity selling the product (“Seller”) and the entity purchasing the product (“Buyer”).  Acceptance by Buyer of these Terms and Conditions is made by acceptance of these Terms and Conditions at the time of sale or, if there is no acceptance at the time of sale, receipt by Buyer of the products described in the corresponding order form (“Order”).  The specific product sold will be described on the Order.  Buyer agrees that Seller shall not be bound by any term or condition, Buyer’s purchase-order form or other procurement document that is inconsistent with or in addition to the terms and conditions herein, and any such inconsistent or additional terms are hereby rejected by Seller.

PRICING AND PAYMENT

All prices are shown in U.S. Dollars.  Prices do not include any duties, freight, shipping or taxes, which will be paid by Buyer.

Terms of sale are net 30 days of date of invoice, unless otherwise stated. VISA, MASTERCARD, and AMERICAN EXPRESS are accepted forms of payment.

Materials will be billed at the price in effect at the time the order is accepted. 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.

All invoices paid after due date will be assessed a late payment charge of the lesser of 1 1/2% per month or the maximum rate permitted by law.

Prices are subject to change without notice. Prices will be confirmed at the time of order acceptance.

Seller has the right, in addition to other remedies provided by the law, to terminate any delivery or suspend further deliveries of other shipments in the event Buyer fails to pay for any shipment when the same becomes due.

METHODS OF SHIPMENT

When complete shipments cannot be made, partial shipments may be made at our discretion unless otherwise requested. Customers will be 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. In such event, additional charges for hazardous packaging and transportation will be added to the invoice. We will notify the customer of these costs when orders are placed and will attempt to reduce the costs by consolidating compatible items.

ORDER CANCELLATION

Order cancellations may be subject to restocking fees.

Bulk, Custom Synthesis, and Special Order items are non-cancellable.

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. Please note, certain items may not be returned for credit, including, but not limited to, refrigerated or frozen products; bulk, custom synthesis or special order items; and opened containers.

Charges will be imposed on items returned due to your error.

Returns valued greater or equal to $100.00 will be subject to a 30% minimum restocking fee.

Returns valued less than $100.00 are not authorized.
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 business 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

All the chemicals listed for sale have been 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 listed for sale 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 the Toxic Substances Control Act (“TSCA”). As such they should be used or handled only by or under direct supervision of "Technically qualified individuals" as defined in 40 CFR 710.2(aa).

The chemical, physiological, and toxicological properties and hazards 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.

SAFETY DATA SHEETS (SDS)

We supply SDS to our customers digitally via weblink, in accordance with OSHA Hazard Communication Standard and state laws. Additional SDS are also available to customers upon request.

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 SDS. TCI AMERICA'S PRODUCTS ARE INTENDED FOR USE BY QUALIFIED PROFESSIONALS 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.

HAZARDOUS CHEMICALS

Many chemicals made available for sale have been made on a research basis only. Their chemical, physiological, and toxicological properties and hazards have not yet been fully investigated and/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, CURRENCY, COMPREHENSIVENESS, 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. SDS will be provided as required by the OSHA Hazard Communication Standard and state laws.

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

ACCEPTANCE GOVERNING PROVISIONS

Seller’s acceptance of Buyer's order is expressly conditioned on Buyer's consent to these terms and conditions, 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 consented to those terms and conditions unless Seller receives written notice of any objection within 10 business 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.

CHANGES

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 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.

DELIVERY, CLAIMS, DELAYS, RETURNS

Unless specified in writing, all sales are FCA Seller's shipping point. In its discretion, Seller reserves the right to determine the exact method of shipment. Delivery of goods to the carrier at Seller's plant or other loading point shall constitute delivery to Buyer and 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 business 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 in conformance with the Return Shipments section above, and then only in strict compliance with Seller's return of shipment instructions.
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.

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.
WARRANTIES

Unless specified differently in writing, Seller warrants that its products will conform to the description of such products as specified in Seller’s technical documentation 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.
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.

BUYER'S USE OF REAGENT PRODUCTS AGREEMENT

TCI America’s reagents (“Products”) are intended for laboratory research and development (“R&D”) use only. Products may only be used by, or under the direct supervision of one who is a technically qualified individual as defined by the TSCA. Unless otherwise agreed upon, Products may not be used for clinical purposes, in human applications, or in any usages which involve animals (including nonhuman primate mammals) that are covered under the Animal Welfare Act, as amended. Unauthorized usages of TCI America’s Products may include but are not limited to the following categories:

AS A MEDICAL DEVICE: TCI America’s Products may not be used as a component or ingredient in medical devices, as defined in the Food, Drug and Cosmetics Act, as amended (FD&C Act). This includes but is not limited to the use of Products in medical device kits, including in-vitro or in-vivo diagnostic tests, that are performed on any human or organism covered by the Animal Welfare Act, as amended.

AS A DRUG: TCI America’s Products may not be used as an active ingredient in the formulation of any drug or drug product, as defined in the FD&C Act. This includes but is not limited to any over the counter drug, any veterinary drug and/or any drug product being used in any phase of a clinical trial or on human subjects. Additionally, TCI America’s Products may not be used in any part of Good Manufacturing Process systems or in any denaturing process, unless solely within the scope of R&D.

AS A COSMETIC: TCI America’s Products may not be used as a component, ingredient, or in the formulation of any cosmetic product as defined in the FD&C Act.

IN FOOD: TCI America’s Products may not be used as a component, ingredient or additive in any applications involving food as defined in the FD&C Act.

AS A PESTICIDE: Under the Federal Insecticide, Fungicide and Rodenticide Act, as amended (FIFRA), TCI America’s Products may not be used as an active ingredient, precursor or in the formulation of any pesticide as defined in FIFRA.

REPACKAGING/RELABELING: If after the time of purchase the customer repackages or relabels TCI products for resale, the customer assumes all responsibility for the repackaged or relabeled product, including potential liabilities derived from the product.

Those who purchase (“Buyer”) any of TCI America’s Products acknowledges that these Products have not been tested by TCI America for safety and efficacy in a food, drug, cosmetic or pesticide unless otherwise stated by TCI America in writing furnished to Buyer. Buyer expressly represents and warrants to TCI America that Buyer will properly test, use and market TCI America's Products and will adhere to all federal, state and local guidelines and laws.

BUYER ACCEPTS FULL RESPONSIBILITY FOR VERIFYING THE HAZARD(S) OF PRODUCTS AND TO CONDUCT ANY FURTHER RESEARCH NECESSARY TO UNDERSTAND THE RISKS ASSOCIATED IN USING PRODUCTS. BUYER IS SOLELY RESPONSIBLE FOR ALERTING CUSTOMERS AND ANY AUXILIARY PERSONNEL (E.G., FREIGHT HANDLERS) OF ANY RISKS INVOLVED IN USING OR HANDLING PRODUCTS. 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 PRODUCTS. IF ANY INSTRUCTIONS ARE FURNISHED BY TCI AMERICA RELATING TO THE USE OF THE PRODUCTS, BUYER AGREES TO FOLLOW THOSE AND WILL NOT MISUSE THE PRODUCTS IN ANY MANNER. BUYER AGREES TO COMPLY WITH THE ABOVE TERMS AND ACKNOWLEDGES THAT FAILURE TO COMPLY WILL RESULT IN TCI AMERICA TO SUSPEND FURTHER SHIPMENTS TO BUYER AND MAY CAUSE DAMAGES TO TCI AMERICA, FOR WHICH BUYER WILL BE RESPONSIBLE.

INTELLECTUAL PROPERTY RIGHTS 

To the extent that any intellectual property rights are included in the Products, Seller retains for itself all intellectual property rights in and to all designs, logos, trade names, creative materials, trade dress, packaging and all other material pertaining to any products supplied by Seller.  To the extent that any intellectual property rights are included in the products, Seller grants Buyer a license to use such intellectual property rights in conjunction with its exploitation of the Products as permitted by these terms and conditions.

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.

EXPORT REGULATIONS

This Agreement involves products, and/or technical data that may be controlled under the U.S. Export Administration Regulations and may be subject to the approval of the U.S. Department of Commerce prior to export. Any export or re-export by Buyer, directly or indirectly, in contravention of such Regulations is prohibited.

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.

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 SUPERSEDE 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.