Terms and Conditions of Sale
Effective: November 10, 2023
1. GENERAL OVERVIEW
UNLESS EXPRESSLY AGREED UPON IN WRITING, ALL SALES ARE SUBJECT TO THESE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”):
Aladdin Scientific Corporation ("Seller") offers the products listed ("Products") to the buyer ("Buyer"), under the condition that the Buyer agrees to adhere to the following terms and conditions. Any provisions in any document from the Buyer contrary to these are explicitly rejected. This document serves as the exclusive and complete agreement between the Seller and Buyer regarding the purchase of the Products.
a. Acceptance and Agreement Modification
Receipt of Products or commencement of provided services will constitute the Buyer's acceptance of this agreement. Any modification or waiver to this agreement shall be binding only if in writing and signed by both Seller and Buyer. However, Seller reserves the right to modify these terms and conditions at any time, effective for orders made thereafter.
b. Order Acceptance and Rejection
All orders are subject to written acceptance by an authorized representative of Seller. Seller holds the right to reject any order without any given reason.
c. Compliance with Agreement
Buyer's adherence to these terms is mandatory, and any deviation may lead to enforcement actions by the Seller. Any subsequent communication from Buyer containing different terms will not alter or waive any terms set herein.
Notice:
Changes to these Terms and Conditions will be updated and posted here, and it is the responsibility of the Buyer to stay informed about any modifications.
2. PRICING AND QUOTATIONS
Prices published by the Seller or quoted by its representatives are subject to change without any prior notice. Unless stated otherwise in writing, all quoted prices remain valid for thirty (30) days. If no price has been specified or quoted, the Seller's price in effect at the time of shipment will apply. Prices are susceptible to adjustments due to changes in specifications, quantities, raw materials, production costs, shipment arrangements, or any other terms or conditions not included in the original price quotation by the Seller. NOTE THAT THE LIST PRICES MAY DIFFER FROM THE PRICES DISPLAYED ON THE WEBSITE FOR CERTAIN PRODUCTS.
3. TAXES AND ADDITIONAL COSTS
The listed prices for the Products do not include any sales, value-added, or other taxes and duties imposed in relation to the sale, delivery, or use of any Products provided, and all such taxes and duties are the responsibility of the Buyer. If the Buyer claims any exemptions, a valid, signed certificate or letter of exemption for each respective jurisdiction must be provided by the Buyer.
4. PAYMENT TERMS
The Seller reserves the right to invoice the Buyer upon shipment for the price along with any other charges that are Buyer's responsibility as per the stipulated terms. If not explicitly stated, the payment is due thirty (30) days from the date of the invoice. Failure by the Buyer to fulfill payment obligations on time will result in an interest rate of one and one-half percent (1.5%) per month on the overdue amount (or the highest permissible rate under law, if lower). Additionally, the Buyer shall bear all costs and expenses, including but not limited to reasonable attorneys' fees, disbursements, and court costs incurred by the Seller in collecting such overdue amounts or in enforcing its rights under these terms.
The Seller has the right to demand full or partial advance payment or any other satisfactory security at any point if, in good faith, the Seller deems the Buyer's financial condition as unsatisfactory for the specified payment terms. All payments are to be made in U.S. Dollars.
5. DELIVERY, CANCELLATION, CHANGES, AND RETURNS
a. Delivery Guidelines
Products will be dispatched to the location determined by the Buyer, adhering to Free Carrier on Board (FCA, as recognized in Incoterms® 2020) from the Seller’s dispatch point. The Seller retains the discretion to manage partial shipments of Products, invoicing each separately.
The Seller reserves the right to halt or withhold any shipment, in part or whole, if the Buyer fails to clear payments when due or fails to fulfill any other obligations. The Seller is not liable for any damage or loss due to delays or non-delivery caused by circumstances beyond its reasonable control.
In circumstances of such delays, the Seller may choose to either terminate the affected order or reschedule the shipment within a reasonable timeframe, with the Buyer having no right to refuse the delivery or be exempted from any obligations due to such delays. If a delay arises due to the Buyer’s actions, the products in delay may be stored by the Seller at the Buyer’s risk and expense.
This refined version maintains essential information and legal points, presenting them in a clearer, more concise manner.
b. Cancellation Policy
The cancellation of orders already in process is subject to the written consent of the Seller, along with the payment of any cancellation fees stipulated by the Seller. Any modifications to orders in progress are also contingent upon the Seller’s written approval and mutual agreement regarding any necessary adjustments to the purchase price. Returns without the Seller's prior written consent will not be credited.
c. Return Policy
All matters regarding returns, replacements, technical services, and support will be managed by the Seller’s customer service team. Products outlined below may be returned to the Seller within 60 days for replacement or adjustment. To ensure efficient processing, the Buyer is required to obtain a Return Material Authorization Number (“RMA Number”) from the Seller and mention this number on the return shipping documents. Any returns without the RMA Number will be sent back to the Buyer, with freight collected.
The Seller retains the right to retract any credit issued to the Buyer under the following circumstances: (i) if any product, post-authorization, is not returned as per the Seller's request; or, (ii) if the returned product is deemed non-defective by the Seller. The Seller will provide a full credit for: (i) products that are not supplied as per the Buyer’s orders; and, (ii) products found defective upon receipt by the Buyer.
Partial credit will be granted for products ordered in error, subject to exceptions and a 15% restocking charge along with any charges necessary for inspection, reworking, refurbishing, or for non-cataloged items by the Seller. Any hazardous materials approved for return must adhere to DOT regulations and any other applicable requirements regarding transportation and packaging.
No credit will be provided for: (i) discontinued products; (ii) personalized or customized products; (iii) products supplied as an accommodation which are not a part of the Seller’s product line, including third-party purchases; (iv) products not purchased from the Seller; (v) products unfit for return and resale; (vii) opened reagents, diagnostics, or chemicals; (viii) products shipped outside the United States; and, (ix) goods exceeding $1,000 in value.
Additionally, for specific purchases involving all Aladdin brand Products, a notice of return must be received within five (5) days of receipt by the Buyer.
6. PRODUCT WARRANTY
Seller assures that the Products will substantially conform to the published specifications of the Seller and will be free from material and workmanship defects, under normal, proper, and intended usage by properly trained individuals, for the duration specified in the manufacturer’s warranty period as outlined in the product documentation, published specifications, or package inserts. In the absence of a specified warranty period, the warranty will be one (1) year from the shipment date for equipment and the earlier of stated expiry dates or ninety (90) days for all other products ("Warranty Period"). For laboratory chemical products, retest dates have no bearing on the Warranty Period.
DURING THE WARRANTY PERIOD, SELLER AGREES TO, AT ITS DISCRETION, REPLACE DEFECTIVE PRODUCTS TO ENSURE THEY SUBSTANTIALLY CONFORM TO PUBLISHED SPECIFICATIONS. THIS IS SUBJECT TO BUYER’S PROMPT WRITTEN NOTIFICATION OF ANY DEFECT AND COMPLIANCE WITH SELLER’S REVIEW AND RETURN MATERIAL AUTHORIZATION ("RMA"), WHICH MAY INCLUDE BIOHAZARD DECONTAMINATION PROCEDURES AND OTHER PRODUCT-SPECIFIC HANDLING INSTRUCTIONS. REPLACEMENT PARTS MAY BE NEW OR REFURBISHED AT SELLER'S DISCRETION, AND ALL REPLACED PARTS SHALL BECOME SELLER’S PROPERTY. THE DELIVERY OF REPLACEMENT PRODUCTS WILL BE IN ACCORDANCE WITH SELLER'S DELIVERY TERMS AND CONDITIONS OF SALE. CONSUMABLES ARE NOT COVERED BY THIS WARRANTY.
Seller holds no obligation to replace or correct Products affected by normal wear and tear, accidents, disasters, misuse, negligence of/by Buyer, use contrary to their intended purpose, external causes, or improper storage and handling. If Products for which warranty services have been requested are not under warranty, Buyer shall cover all costs related to investigating such requests, at Seller’s prevailing rates.
THIS WARRANTY SOLELY COVERS THE REPLACEMENT OF DEFECTIVE PRODUCTS AND CONSTITUTES BUYER’S EXCLUSIVE REMEDY FOR ANY DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY STATED HEREIN, SELLER PROVIDES NO OTHER WARRANTIES, EXPRESSED, IMPLIED, ORAL, OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THE PRODUCTS TO BE ERROR-FREE OR TO ACHIEVE ANY SPECIFIC RESULT.
7. INDEMNIFICATION PROVISIONS
a. By Seller:
The Seller commits to indemnify, defend, and shield the Buyer, its officers, directors, and employees from all damages, liabilities, actions, suits, claims, demands, losses, costs, and expenses (including reasonable attorney's fees) ("Indemnified Items") under the following conditions:
i. In instances where injury, death, or property damage is caused due to the negligence or intentional misconduct of the Seller, its employees, agents, representatives, or contractors while performing services at the Buyer’s premises under this Agreement.
ii. In cases where claims are made that a Product infringes any valid United States patent, copyright, or trade secret.
However, the Seller assumes no liability for such Indemnified Items arising due to the negligence or intentional misconduct of the Buyer, its employees, agents, representatives, or contractors, by any third party, compliance with Buyer's designs, specifications or instructions, use of the Product in an application or environment for which it was not designed, or modifications of the Product by anyone other than the Seller without the Seller’s prior written approval.
The Buyer must promptly notify the Seller in writing of any third-party claim under the Seller’s indemnification responsibilities. The Seller reserves the right to assume exclusive control over the defense of such claim or, at the discretion of the Seller, to settle the same. The Buyer agrees to reasonably cooperate with the Seller in the execution of the Seller's obligations under this Section.
Notwithstanding the above, the Seller’s obligations related to indemnification for infringement are nullified and relieved if the Seller, at its discretion and expense, secures the right for the Buyer to continue using the Product without additional expense; replaces or modifies the Product so it becomes non-infringing without adversely affecting the specifications of the Product; or refunds to the Buyer the amortized amounts paid with respect to it, based on a five (5) year amortization schedule, if the previous solutions are impractical. This indemnification provision outlines the Seller's complete liability to the Buyer for the mentioned claims.
b. By Buyer:
The Buyer agrees to indemnify, defend using qualified and experienced counsel, and hold harmless the Seller, its parent, subsidiaries, affiliates, and divisions, along with their respective officers, directors, shareholders, and employees. The Buyer shall cover any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses (including, but not limited to, reasonable attorneys' fees, disbursements, and court costs) that arise from or are related to:
i. The negligence or willful misconduct of the Buyer, its agents, employees, representatives, or contractors.
ii. The Seller's adherence to designs, specifications, or instructions provided to the Seller by the Buyer.
iii. The use of a Product in an application or environment for which it was not intended.
iv. Modifications made to a Product by entities other than the Seller without the prior written approval of the Seller.
This obligation implies that the Buyer will assume responsibility for any legal repercussions or financial losses that occur due to the aforementioned conditions, ensuring the protection of the Seller from any consequential ramifications or claims.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY HEREIN, SELLER’S LIABILITY UNDER THESE TERMS AND CONDITIONS, WHETHER ARISING FROM BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR ANY OTHER CAUSE, EXCLUDING LIABILITY FOR BREACH OF WARRANTY (FOR WHICH THE SOLE REMEDY IS STIPULATED IN SECTION 6 ABOVE), SHALL NOT EXCEED THE LESSER OF:
(A) THE TOTAL PURCHASE PRICE PREVIOUSLY PAID BY BUYER TO SELLER RELATING TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR (B) TEN THOUSAND DOLLARS ($10,000).
UNDER NO CIRCUMSTANCESSHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS, OR LOSS OF GOODWILL, REGARDLESS OF WHETHER SELLER:
(A) HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) IS NEGLIGENT.
THIS CLAUSE HIGHLIGHTS THAT SELLER'S LIABILITY SHALL IN NO EVENT EXTEND BEYOND THE DEFINED LIMITS, REGARDLESS OF THE FORM OR FOREKNOWLEDGE OF SUCH DAMAGES.
9. EXPORT RESTRICTIONS
Buyer recognizes that each Product and any associated technology, including the technical information provided by the Seller or included in documents (all referred to as "Items"), fall under the export controls of the U.S. government. These controls may encompass, but are not limited to, the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may impose restrictions or necessitate licenses for the export of Items from the United States and their re-export from other nations.
Buyer shall adhere to the EAR and all other relevant laws, regulations, treaties, and agreements pertaining to the export, re-export, and import of any Item. Without first securing the requisite license from the appropriate U.S. government agency, Buyer shall not:
(i) export or re-export any Item, or (ii) export, re-export, distribute or supply any Item to any country under restriction or embargo or to any individual or entity barred or limited by the U.S. government in participating in exports.
Buyer shall fully cooperate with Seller during any official or unofficial audit or inspection related to pertinent export or import control laws or regulations and shall indemnify and absolve Seller from any violations of this Section by Buyer or its employees, consultants, agents, or customers, whether in connection with, or resulting from, such breach.
10. AUTHORIZED USE OF PRODUCTS
Products supplied by Seller are designed exclusively for the purposes outlined by the manufacturer and must not be deployed for any alternative purposes, including, but not limited to, unapproved commercial objectives. Buyer guarantees and asserts that it will appropriately test, utilize, qualify, and/or validate every Product for its intended purpose and, when permitted, produce and distribute any final items created from Seller’s Products in alignment with the practices of a reasonable and knowledgeable expert in the field, strictly adhering to all relevant federal, state, and local laws and regulations.
Buyer acknowledges that acquiring Products grants them a non-transferable right to use the purchased Products, strictly adhering to the manufacturer's Published Restricted User Statement, Limited User Statement, or Limited License, if provided. All such statements or licenses are integrated herewith and in any Order as though fully delineated therein. Buyer holds sole responsibility for undertaking necessary research to understand the risks associated with any of its intended uses of the Products purchased from Seller and to adequately inform and warn its customers, employees, and any other parties who might come into contact with the Products about the risks entailed in using or handling the Products.
11. MISCELLANEOUS
(a) Buyer is prohibited from delegating any duties or assigning any rights or claims under this agreement without Seller’s prior written approval; any attempted unauthorized delegation or assignment will be deemed null and void.
(b) This agreement shall be governed and interpreted according to the laws of the Commonwealth of California, excluding its choice of law rules. Both parties irrevocably agree to the exclusive jurisdiction of state and federal courts in Los Angeles, California, USA, for any action related to this agreement, renouncing any other venues permitted by domicile or otherwise.
(c) For any legal proceeding arising out of this agreement between Seller and Buyer, neither party shall claim the right to a trial by jury, both expressly waiving any such right they might have under applicable law or otherwise. Any action under this agreement must be initiated within one (1) year from the date the cause of action occurred.
(d) The application of the U.N. Convention on Contracts for the International Sale of Goods to this Agreement is explicitly excluded.
(e) Should any provisions of this agreement be deemed invalid, illegal, or unenforceable by a competent court, the remaining provisions shall continue in full force and effect, provided the modification doesn't alter the fundamental agreement significantly.
(f) Any failure or waiver by the Seller to enforce any provision or breach of this agreement doesn’t constitute a waiver of subsequent breaches or provisions.
(g) Unless stated otherwise, the Product is designated for research only, excluding any unauthorized, commercial, in vitro diagnostic, ex vivo or in vivo therapeutic uses, or any application or consumption involving humans or animals.
(h) Seller will collaborate with Buyer to ensure invoicing accuracy, conducting relevant internal reviews upon request, limited to once per year and covering the preceding twelve-month period. Reasonable credit will be applied to undercharges and overcharges. Seller reserves the right to levy a reasonable fee for support provided to external consultants engaged by the Buyer for invoice review.
(i) Buyer acknowledges that pricing, discounts, and technical information provided by Seller are confidential and proprietary. Buyer agrees to keep this information confidential and not to disclose it to any third party, using it solely for internal purposes and in connection with the supplied Products. Publicly available information is exempt from this restriction.
(j) All required or permitted notices or communications shall be in writing and deemed received when personally delivered or three (3) business days after being sent by certified mail, postage prepaid, to the address specified herein or any new address designated by either party.
(k) Seller, at its discretion, may provide applicable Product training to Buyer or its employees.
12. ACCEPTABLE PAYMENT METHODS
The seller is open to receiving payments through several diverse methods, among which 'Pay with Account Credit' and 'Purchase Order (PO)' are subject to the seller's approval:
Stripe (Credit/Debit Card): Make immediate payments using your credit or debit card via Stripe's secure payment gateway.
PayPal: Securely complete your purchase by logging into your PayPal account.
Purchase Order (PO): Utilize a valid and authorized Purchase Order for B2B or bulk purchases.
Bank Transfer: Follow provided instructions to manually transfer funds from your bank account to ours.
Check or Money Order: Mail a check or money order. The order processing commences upon payment receipt.
Pay with Account Credit: This option is available for approved customers only. During checkout, your current credit limit is displayed. To place new orders, replenish credit accordingly.
13. ENGAGEMENT OF THIRD-PARTY AGENTS
The Buyer is prohibited from delegating third-party agents to acquire Products from the Seller or to interact with the Seller on the Buyer's behalf unless the Seller has provided prior written approval. Additionally, access to the Seller’s punchout catalog using a user ID and password should strictly be limited to the assigned Buyer employee. The Buyer must not permit any other individual to use such access credentials. The Buyer will bear any eCommerce or related fees charged by the agent.
14. Aladdin Scientific Credit Terms and Conditions
A. Eligibility
Accessible to all individuals above the age of 18 and registered businesses adhering to local laws.
B. Credit Limit
Determined based on applicants’ provided data and credit rating.
Subject to modification upon periodic review by Aladdin Scientific.
C. Use of Credit
Exclusively for purchases on the Aladdin Scientific platform.
Non-transferable and not redeemable for cash or usable on external platforms.
D. Repayment
Obligatory adherence to the communicated repayment plan.
Late repayments may accrue additional fees and influence credit ratings.
E. Security
Customers are tasked with safeguarding their account information and ensuring legitimate use.
Immediate notification to Aladdin Scientific is imperative in case of unauthorized usage.
F. Credit Review
Reviews and potential adjustments of credit limits may be conducted based on usage and repayment history.
G. Termination
Credit lines can be terminated by customers after settling all dues.
Aladdin Scientific reserves rights to suspend or terminate credit facilities in case of misuse or violation of terms.
H. Amendments
Aladdin Scientific may revise terms and will notify customers of such changes.
Continued usage post-amendments signifies acceptance of new terms.
I. Privacy
Confidentiality of personal and financial data will be maintained per the Privacy Policy.
J. Disputes
Disputes must be conveyed formally within 30 days of the relevant transaction.
Aladdin Scientific will facilitate resolutions in a constructive and timely manner.
More Information:
Previous versions of Aladdin Scientific Terms and Conditions of Sale, by effective dates:
Continued usage post-amendments signifies acceptance of new terms.
I. Privacy
Confidentiality of personal and financial data will be maintained per the Privacy Policy.
J. Disputes
Disputes must be conveyed formally within 30 days of the relevant transaction.
Aladdin Scientific will facilitate resolutions in a constructive and timely manner.
More Information:
Previous versions of Aladdin Scientific Terms and Conditions of Sale, by effective dates: