1. Definitions
In these Conditions: “the Company” shall mean CDI Laboratories Inc. whose business address is 12 W Mendez Vigo Avenue, Mayaguez, Puerto Rico, USA 00680. The “Purchaser” shall mean the individual, partnership, company, institution or other body to whom Products are supplied by the Company. “Products” shall mean products or services manufactured or dealt in by the Company. “User” shall mean the person or persons employed by or engaged at the premises of the Purchaser who advise, requisition or otherwise authorize the purchase of the Products.
2. General
All orders are accepted and all contracts are entered into by the Company for the supply and sale of Products subject to these Terms and Conditions (unless otherwise agreed in writing between the Purchaser and the Company, for example in the case of the provision of certain services by the Company to the Purchaser). Any terms and conditions stipulated by the Purchaser are hereby negated and excluded (unless otherwise expressly agreed in writing by the Company). The contract between the Company and the Purchaser is constituted by the Company’s acceptance whether by the Company’s form of acknowledgment of the Purchaser’s order or by the dispatch by the Company of the Products and no contractual obligation binding upon the Company shall arise until such acceptance. The Purchaser hereby accepts that so far as any Terms or Conditions which may be contained in any written order of the Purchaser are inconsistent with these Conditions they shall not be so accepted by the Company and shall be deemed severable and shall be severed from any order without affecting the validity of the remaining Terms and Conditions of the order.
These Conditions constitute the entire agreement between the Company and the Purchaser relating to the Products and Services unless expressly stated in these Conditions, all conditions and warranties whether express or implied, by statute, course of dealing or otherwise are hereby excluded to the extent permitted by law. No servant or agent of the Company has authority to vary these Conditions orally or to make any representations whatsoever concerning the Products. Any information concerning the Products (including prices) contained in any catalog, price list, publicity material or data sheet is an indication only and no such information shall be binding upon the Company.
3. Price
The price of the Products is exclusive of any applicable sales tax thereto which shall be charged at the rate in force as at the date of invoice.
Notwithstanding any acceptance of any order placed by the Purchaser, the price of Products shall be subject to variation as at date of delivery provided always that in the event of any increase in price after the date of such acceptance, the Company shall notify the Purchaser and shall not effect delivery of the Product until confirmation of the order at any such increased prices shall have been received from the Purchaser.
4. Payment
Payment shall be due within thirty (30) days from the date of invoice. Without prejudice to its other rights in connection with late payment, the Company reserves the right to charge interest at the rate of 10% per annum on the outstanding invoice value if full payment is not received within the 30 day period. Such late payment charges will be levied from the first working day following the expiry of the 30 days period and at 30-day intervals thereafter. Such interest shall accrue on a daily basis and be compounded quarterly. The Company further reserves the right to suspend deliveries to the Purchaser and/or terminate the contract without cost in the event of any failure by the Purchaser to comply with these Conditions.
The Purchaser shall not be entitled to make any deduction from the price in respect of any set-off or counter claim unless both the validity and the amount thereof shall have been admitted by the Company in writing.
5. Delivery
Unless otherwise expressly agreed in writing, the price of the Products is exclusive of the costs of delivery. The Company will package the Products in a suitable manner for dispatch to such destination as may be designated by the Purchaser and (unless otherwise agreed in writing) shall dispatch such goods by reputable international courier or by first class mail or by other means at the Company’s discretion. All costs of delivery to be added to the price of the Products as at the date of invoice. In respect of deliveries outside the United States the Purchaser shall be responsible for any import taxes or customs duties in respect of the Products.
The Company shall not be liable in respect of any damage to or discrepancy, shortage or loss in transit or any claim that the Products as delivered do otherwise not comply with the contract unless the following conditions are satisfied:
(I) The Purchaser shall inform the Company in writing:
- within ten (10) days of receipt in the event of any damage, discrepancy or shortage or in the event that the Products as delivered do not comply with the contract, or
- within ten (10) days of receipt of the Company’s invoice in the event of total loss or non-receipt of the Products.
(II) The Purchaser shall comply with any requirements of the appropriate delivery service in respect of any damage, discrepancy, shortage or loss.
6. Retention of Title
Until the Company has been paid in full for the Products comprised in this contract the Purchaser shall hold the Products in a fiduciary capacity as Bailee for the Company and:
(I) Title to the Products shall remain with the Company and the Purchaser shall store the Products in such a manner that they are clearly identifiable as the property of the Company; and
(II) the Company reserves the right of disposal of the Products and may retake possession thereof at any time and for that purpose may by its servants or agents enter upon any land or premises occupied by the Purchaser; and
(III) the Purchaser shall be at liberty to sell the Products in the normal course of its business provided that any monies so received are held separately on behalf of the Company to whom the Purchaser has a fiduciary duty to account for such monies to the extent of its indebtedness.
Notwithstanding the foregoing, risk in the Products will pass to the Purchaser upon delivery. A signature of the Purchaser the User or other employee servant or agent of the Purchaser obtained by the representative of the delivery agent shall be taken to be proof of delivery to the destination as designated by the Purchaser.
7. Intellectual Property
The Company endeavors not to offer for sale products which infringe known and valid patents or other intellectual property rights but shall not be liable in any manner whatsoever to the Purchaser and/or any customers of the Purchaser for any costs, damages or loss of profit arising from the use of sale of the Products infringing or allegedly infringing any patent, registered design, copyright or other intellectual property rights of any third party.
8. Specifications
The Company shall not be liable for any loss or damage to the Purchaser and/or any customer of the Purchaser arising from any variation in or from any specifications, data sheets or other technical data of the Products supplied by the Company to the Purchaser and will not be responsible for any loss or damage which may result to the Purchaser from any temporary curtailment or cessation of supplies of the Products following any such variations.
All Products are offered for sale by he Company subject to availability and, notwithstanding any acceptance by the Company, the Company shall not be liable in any manner whatsoever to the Purchaser in the event that it is unable to supply the Products ordered by the Purchaser.
9. Locals Laws and Regulations
The Purchaser shall, if so requested by the Company, assist the Company to the best of its ability to obtain any necessary information concerning local laws and regulations applicable to the contract.
10. Limited Liability
All Products supplied by the Company are strictly intended for in vitro research and investigational purposes only. Any Products supplied by the Company are not intended for human or drug use or for administration to animals except those designated as experimental animals. The Company does not warrant that the Products are suitable for any purpose of the Purchaser, whether or not such purpose has been notified to the Company and the Purchaser hereby undertakes to indemnify the Company against any claim which may be made against it by any third party arising from the use or sale of the Products by the Purchaser.
The Company shall be under no liability whatsoever (including without prejudice to the generality of the foregoing any liability in tort or for consequential loss or damage of any kind) for any defect in, failure of or unsuitability for any purpose of any Products supplied by the Company to the Purchaser except to the extent that exclusion is prevented by law and the Purchaser hereby accepts and acknowledges such exclusion of liability.
Nothing contained in this agreement shall exclude or limit or purport to exclude or limit the liability of the Company in respect of any death or personal injury caused by its negligence, if proved.
The Company gives no warranty as to the fitness of the Product for any particular purpose and any implied warranty or condition (statutory or otherwise) is excluded except to the extent that exclusion is prevented by law.
11. Returns and Cancellations
Items ordered in error by the Purchaser cannot be returned to the Company, its servants or agents for credit or reimbursement (unless otherwise expressly agreed in writing by the Company).
Cancellations will not be accepted by the Company after an order from the Purchaser has been dispatched by the Company (unless otherwise expressly agreed in writing by the Company).
12. General
These Conditions and any contract between the Company and the Purchaser are governed by US Law and the Purchaser hereby agrees to submit to the jurisdiction of the US Courts in connection with any dispute concerning the contents hereof.
No forbearance, delay or indulgence by the Company in enforcing any of the Terms and Conditions of the contract shall prejudice the Company’s right to insist upon strict compliance therewith nor shall the same constitute any waiver or estoppel.
Any provision hereof which is void or unenforceable in any applicable jurisdiction shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provisions hereof.
Information contained in these Conditions and in any other written material provided by the Company to the Purchaser and User is believed to be accurate and is given in good faith, but it is for the User to satisfy itself of the suitability of the Product for its own particular purpose.
A person who is not a party to these Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
The Purchaser may not sell, assign, or otherwise transfer its rights under these conditions. The Company may assign or transfer its rights with regard to these Terms and Conditions.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent in such section.
These Terms and Conditions set forth the entire understanding and agreement between the Purchaser and the Company with respect to the subject matter hereof. This paragraph survives expiration or termination of these Terms and Conditions.
13. Payment Terms
Net 30 days from date of invoice (unless otherwise expressly agreed in writing by the Company).