Terms of Sale – Cereal City Science
The terms and conditions of this document supersede the terms and conditions of any purchase order made by Buyer for Seller's products ("Products"). No prior course of dealing or usage of trade shall affect this document or be admissible to explain, modify, or contradict the invoice.
1. Payment for the Products. Seller's terms of payment are Net 30 days. Any invoiced amount remaining unpaid after thirty (30) days, unless disputed in good faith, shall be deemed "past due." Past due balances are subject to a service charge of one and one-half percent (1.5%) per month.
Any discrepancy between any order placed under this Agreement and Seller's corresponding shipment or shipments, including price discrepancies and damages, must be reported to Seller for resolution within thirty (30) days of Seller's invoice date. Seller shall have no obligation to resolve, and Buyer holds Seller harmless and waives any rights to any discrepancy or to issue any credit or refund, or to replace any goods, if claim therefore is NOT made within said applicable thirty (30) day period.
2. Shipment, Risk of Loss, and Title. Shipment of Products per routine order to Buyer and subsequent back orders related to the original shipment shall be shipped FOB Destination. The cost of shipment, if any, has been paid by Seller and added to the corresponding invoice. Emergency, rush orders, and orders not regularly scheduled are subject to an added shipping charge determined by Seller. Seller shall have the right to ship the Products at all times via its own vehicle or a carrier selected by Seller. Upon signature of receipt, damage to goods becomes the responsibility of the Buyer. All goods must be inspected prior to disposing of packaging materials. Damaged goods must be reported to Seller immediately upon receipt with ALL packing materials still in Buyer's possession. Thirty (30) days after Seller's invoice date, damaged goods become solely Buyer's responsibility.
3. Return Goods Policy. ALL REQUESTS FOR RETURN OF PRODUCTS MUST BE AUTHORIZED BY SELLER'S CUSTOMER RELATIONS DEPARTMENT PRIOR TO RETURNING GOODS. All returned Products must be in original packaging and in resalable/like-new condition, unless such Products are not in original packaging or resalable condition due to the fault of the Seller. The amount of credit on any given return is based upon the following:
• Products shipped in error by Seller and nonconforming Products – FULL CREDIT if pre-approved and returned within thirty (30) days;
• Products that are pre-approved are subject to a restocking charge up to 50%, plus any original freight costs as well as additional costs incurred in returning the Products to the vendor if notified within thirty (30) days and returned in resalable/like-new condition;
• Products that are NOT returnable to vendor [e.g., organisms, organism cards] – NO CREDIT;
• Products that are returned no longer in resalable condition either due to age [outdated material], use of product or improper packaging for safe return shipment – NO CREDIT;
4. Excusable Delays. If any party is unable, wholly or in part, by reason of an act of God or any other reason beyond the reasonable control of the party, including unavailability of Products, to carry out its obligations hereunder (other than the obligation to make money payments), that party shall give the other party written notice thereof with reasonable particulars concerning it. During the period of delay, the obligations of all parties hereunder (other than the obligation to make money payments), shall be suspended. The affected party shall use reasonable due diligence to continue performance as quickly as possible.
5. Taxes. When applicable, sales tax shall be included in the Price of Products and invoiced to Buyer. Depending upon the purchase location or the shipping location, Seller may be obligated to collect taxes on both the Price of Product and shipping charges. All other taxes (other than income or excess profit taxes) which may be imposed by any taxing authority on the sale, delivery or use of Products and for which Seller may be held responsible for collection or payment, shall be paid to Seller upon demand, unless Buyer has furnished to Seller an appropriate valid certificate of exemption issued by or acceptable to the tax authority in question.
6. Disclaimer. Seller makes no representation or warranty of any kind, express or implied, as to the merchantability of any products or their fitness for any particular use or purpose. Buyer shall look to the manufacturer of products for any warranty thereon. No agent, employee, or representative of Seller has any authority to make an affirmation, representation, or warranty concerning products not set forth in this agreement.
Buyer shall not hold Seller liable for any defect in products, regardless of kind, unless such defect results from the willful default or gross negligence of Seller. Buyer agrees to file solely with the manufacturer of the products any claim or lawsuit alleging loss, injury, damage, or death arising out of or caused by the use, sale, distribution, or possession of products.
In no event shall Seller be liable to Buyer for incidental or consequential damages (including lost profits) from any cause, including, without limitation, damages resulting from any unavailability of, defect in, or missed shipment of products.
7. Pricing of Products. Seller's product pricing is subject to change at any time and for any reason without notice to Buyer. Previous catalog prices will not be honored for any reason. Pricing will be quoted and confirmed via Seller's Customer Relations Department at time of sale.
8. Dispute Jurisdiction. This Agreement shall be governed by the laws of the State of Michigan. The parties hereto hereby irrevocably consent to the exclusive jurisdiction of the State and Federal Courts of the State of Michigan for resolution of any dispute related to or arising out of this Agreement. Acceptance by Customer of the Products shall constitute acceptance of all the Terms and Conditions contained herein.
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