Terms of Sales
“SELLER” means Advanced BioChemicals
“BUYER” means the purchaser of PEGs or PEG derivatives or Porphyrins or Porphyrin derivatives or Nanoparticles;
“PRODUCT” means the PEGs or PEG derivatives or Porphyrins or Porphyrin derivatives or Nanoparticles sold by SELLER to BUYER.
All sales are subject and limited to these Terms of Sale. No variations to these Terms shall be binding on SELLER unless contained in a writing signed by an officer of SELLER. Therefore, any terms proposed by BUYER, whether in a purchase order or otherwise, that added to, vary from or conflict with these Terms of Sales are herby objected to and shall not apply unless agreed to in a writing signed by an officer of SELLER. Any terms of BUYER, including without limitation, any preprinted terms provided by BUYER, shall be void and shall have no effect. These Terms of Sale constitute the complete and final agreement between the parties with respect to the sale of PRODUCTs hereunder, and supersede any and all prior and contemporaneous oral or written communications relating hereto.
Orders maybe changed or amended only pursuant to a writing signed by both BUYER and SELLER setting forth the changes to be made. BUYER may not cancel an order unless SELLER agrees to such cancellation in writing. In such event, BUYER shall pay all storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on SELLER by its suppliers, and all other costs relating from such cancellation.
SELLER shall deliver PRODUCTs, and title to and risk of loss ofeach quantity of PRODUCTs. Such delivery shall constitute a shipment hereunder. In addition to the process quoted for PRODUCTs hereunder. BUYER shall pay all packaging, storage, shipping, customs, duties, taxes, freight, insurance, and other charges associated with shipments of the PRODUCTs. The general method of shipment for each order is indicated in the quotation, subject to SELLER’s right to determine the exact method of shipment, and the shipping method may be changed from time to time at SELLER’s discretion. All shipments shall be addressed to the destination selected by BUYER and set forth in the relevant purchase order. SELLER reserves the right to make delivery in installments, all such installments to be separated 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.
Within five (5) days after receipt, (a) BUYER shall inspect the containers for broken seals and other defect, and (b) shall notify SELLER in writing of any claims for shortages, defects or damage identified in such inspection. Thereafter, BUYER shall hold the PRODUCTs for SELLER’s written instructions concerning disposition. If BUYER fails to notify SELLER in writing within such five (5) day period, the PRODUCTs
shall conclusively be deemed to conform to the Terms hereof and, with respect to any shortages, defects or damage to the PRODUCTs, to have been irrevocably accepted by the BUYER in their short, defective or damaged condition, whereupon payment shall be due for such PRODUCTs.
SELLER shall not be liable for any delays or other failure to perform hereunder due to any cause beyond SELLER’s reasonable control, including, without limitation, acts of BUYER, governmental actions, laws or regulation, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, tornado, windstorm or other acts of God, transportation delays, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
Allocation of PRODUCTs
If SELLER is unable for any reason to supply the total demands for PRODUCTs 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.
Payment terms are specified in the quotation/proforma invoice. If BUYER defaults in the payment of the purchase price or other terms of this or any other order, SELLER may defer delivery, cancel this order, or sell the PRODUCT on hand for the BUYER’s account and apply the proceeds against the contract price. BUYER shall pay any balance to SELLER on demand. BUYER shall pay all costs, including, without limitation, reasonable attorney and accounting fees and other expenses of collection, including court costs, resulting from any default by BUYER in any of the terms hereof. A late payment penalty of 1.5% per month shall accrue on delinquent amounts until paid in full.
Exclusive of and in addition to the prices quoted for PRODUCT hereunder, BUYER shall pay any tax, duty, custom, fee, assessment, or charge imposed by any governmental authority on or measured by the sales or other transactions covered herein, and BUYER shall reimburse SELLER for any payment by SELLER thereof upon demand.
Prices shown are in U.S. dollars. BUYER shall remit payment in United States currency. PRODUCT prices are subject to change by SELLER without notice, and BUYER should call SELLER for current prices prior to placing an order. SELLER guarantees pricing contained in its written quotations for 60 days. When placing an order, BUYER should reference SELLER’s quoted prices or the quote number. SELLER will contact BUYER by phone, fax or e-mail in the event of any discrepancy between BUYER’s order and SELLER’s pricing or other terms.
Warranties and Limitations of Liability
SELLER will make available to BUYER a Certificate of Analysis for PRODUCTs purchased hereunder. Except for damage or losses that occur after tender of PRODUCTs for delivery, and provided BUYER notifies SELLER in writing of any shortages or patent defects or damage within the five (5) day period described in the “Inspection” section above, SELLER will reprocess or replace, without charge, or refund the purchase price, at SELLER’s sole option, any PRODUCT for which there are shortages, patent defects, or damage, after return of such PRODUCTs in accordance with SELLER’s instructions. The foregoing constitutes SELLER’s sole.