Terms and Conditions

 

As required by law, MedKoo cooperates with government agencies. Records of suspicious sales may be made available to law enforcement. Please note that your purchase order is placed subject to the terms and conditions that you accept below. 

 

Standard Conditions of Sale

By ordering any product or material, Buyer hereby agrees to the following terms and conditions of sale: 

 

Acceptance

ALL ORDERS ARE ACCEPTED AND SHIPPED STRICTLY SUBJECT TO THESE GENERAL TERMS AND CONDITIONS AND NO OTHER TERMS AND CONDITIONS PRINTED ON BUYER’S PURCHASE ORDER OR OTHERWISE, SHALL BE APPLICABLE TO ANY ORDER. 

 

Method of Shipment and Delivery

Whenever possible, Seller will ship products by the method specified on Buyer’s order. Seller works closely with selected carriers and service is better achieved when using these carriers. Additional expenses and delays in shipment may be experienced when deviating from Seller’s list of selected carriers. Seller will be happy to utilize other carriers based on Buyer’s requirements; however, Seller reserves the right to change the method of shipping for any reason. In such cases, Seller will select the most appropriate and cost effective method. Certain poisonous, reactive, corrosive or other chemicals may require a barrier bag, steel can, and/or other special packaging for shipment. There will be additional charges for these packages. Seller’s Customer Service Representatives will advise Buyer of the charges at the time the order is placed. Seller strives to minimize these costs through efficient packaging. 

 

Seller shall not be liable for any delay in delivery or failure to deliver due to any cause beyond Sellers reasonable control, including but not limited to, fire, flood, natural disaster, strike, labor dispute, war, terrorism, riots, governmental restrictions, delay in transportation, accident, or inability to obtain labor, material or supplies. 

 

Terms and Prices

All orders are shipped FOB Seller’s shipping point. Current standard published shipping charges will be added to the invoice when shipment freight terms are prepay and add. A current copy of these standard published shipping charges is available upon request. Buyer’s order may be subject to handling charges. Buyer may request shipment by freight collect, if desired. All prices are listed in US dollars. PRICES AND PRODUCT DESCRIPTIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. In cases where the selling prices have changed significantly, Seller will contact Buyer for approval prior to shipping your mailed, faxed, or electronically-transferred order. IN THE ABSENCE OF AGREED CREDIT TERMS, SELLER RESERVES THE RIGHT TO REQUIRE PAYMENT IN CLEARED FUNDS PRIOR TO SHIPMENT OF ORDERS. WHERE CREDIT TERMS ARE AGREED, SELLER’S PAYMENT TERMS ARE NET 30 DAYS OF INVOICE, UNLESS OTHERWISE STATED. 

 

Order Changes/Cancellations

No change or addition by Buyer of any term or condition of this contract or any of Seller’s rights or remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be changed or cancelled by Buyer unless approved in writing by an authorized officer of MedKoo. There are no representations, agreements, promises, or understandings between Buyer and Seller that are not expressed herein. 

 

Claims for Lost or Damaged Shipments

Seller urges Buyer to inspect all packages immediately upon receipt and report any damage, shortage or defect to Seller’s Customer Service Department as soon as possible. CLAIMS FOR ANY DISCREPANCIES MUST BE MADE WITHIN 30 DAYS OF BUYER RECEIVING THE MATERIALS. All products are sold FOB Seller’s shipping point unless otherwise noted. Delivery of goods to the carrier at Seller’s location or to other loading point, shall constitute delivery to Buyer, and regardless of shipping terms, all risks of loss or damage in transit shall be borne by Buyer. At Buyer’s expense, each product shipment valued at over $5,000.00 is fully insured and shipped Federal Express Priority I by Seller for Buyer’s protection against loss or damage. Should Buyer need assistance in filing a claim, please call Seller’s Customer Service Department. 

 

Return Shipments

Some materials are not returnable to MedKoo, including, but not limited to, custom or special order materials, leaking or damaged chemicals, reagents past expiration date, items with missing or obliterated labels, parts or instructions, refrigerated or frozen materials and opened materials. Returned shipments will not be accepted by Seller unless prior arrangements have been made. If it is necessary to return any materials, contact Seller’s Customer Service Department to obtain a return authorization number. REQUESTS FOR RETURN AUTHORIZATION NUMBERS MUST BE MADE WITHIN 30 DAYS OF BUYER RECEIVING THE MATERIALS. Only items authorized by Seller for return will be accepted. Final disposition of returned goods will be made only after receipt and inspection of goods. Collect shipments will not be accepted unless previously authorized. Hazardous goods must be shipped in compliance with all applicable Department of Transportation regulations. Material must be received on or before the Return Authorization expiration date. Material returned requiring disposal may incur additional charges. A 20% restocking fee is charged on catalog items returned, subject to a minimum charge of $20.00 and a maximum charge of $150.00. 

 

Taxes

Buyer shall be responsible for 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 governmental authority, on or measured by the transaction between Seller and Buyer, in addition to the prices quoted or invoiced, unless Buyer shall provide Seller at the time the order is submitted an exemption certificate or other document acceptable to the taxing authority. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefore. 

 

Uses and Patents

SELLER’S PRODUCTS ARE OFFERED FOR RESEARCH AND DEVELOPMENT USE ONLY AND BUYER REPRESENTS AND WARRANTS THAT THE PRODUCTS WILL NOT BE USED FOR ANY OTHER PURPOSE OR ANY PURPOSE WHATSOEVER THAT VIOLATES ANY LAW OR REGULATION. They are NOT intended for use as drugs, food additives, cosmetic, household chemicals, or other inappropriate applications. Seller does not warrant that Buyer’s use of a product sold will not infringe any United States or other patents. The listing of a material in this catalog does not constitute a license to, or a recommendation for, its use in infringement of any patent. Seller reserves the right, in its sole discretion, to limit sales of products or not to sell products to any customers, notwithstanding the receipt and acceptance of an order. Notwithstanding the generality of the foregoing, Seller reserves the right not to deliver products to private individuals and/or to what is or may appear to be a residential address. 

 

Limited Warranties

The information included in this catalog has been obtained from normally reliable and dependable sources and is correct to the best of Seller’s knowledge; however, Seller does not make any guarantee of such information. Seller warrants title as provided in the Uniform Commercial Code. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO SELLER’S PRODUCTS, WHETHER USED ALONE OR IN CONNECTION WITH ANY OTHER SUBSTANCE. 

 

Limited Liability/Purchaser’s Indemnity

Claims for rejected, nonconforming product, or any other claim against Seller, must be made in writing and must be received and acknowledged by Seller in writing within thirty (30) days of Buyer’s receipt of the product in question. Any claims not satisfying this condition shall be deemed waived. Upon the approved return of any such product, Seller shall have the option, at its sole discretion, to replace such product with conforming product or to return the purchase price to Buyer. BUYER’S EXCLUSIVE REMEDY, FOR ANY CAUSE OR CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALLEGED BREACH OF WARRANTY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL BE FOR MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT IN RESPECT TO WHICH THE CLAIM IS MADE. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, WHETHER BUYER’S CLAIM IS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

 

Buyer represents and warrants that its use products ordered will not violate any law or regulation. IN CONSIDERATION OF THE SALE OF PRODUCT TO BUYER, WHICH SALES SELLER WOULD NOT OTHERWISE MAKE, BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM ALL CLAIMS, EXPENSES, LOSSES AND LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF BUYER’S HANDLING AND/OR USE OF PRODUCT, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCE OR BUYERS FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING WITH RESPECT TO ANY CLAIMS BROUGHT BY BUYERS OFFICERS, EMPLOYEES, CUSTOMERS, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, OR ANY THIRD PARTY (INCLUDING WITHOUT LIMITATION, END USERS OR FREIGHT CARRIERS). 

 

Applicable Law

All orders shall be governed by the law of the Commonwealth of Massachusetts without regard to its choice of law principles. Any litigation concerning an order shall be brought in the United States District Courts and/or State courts located in the Commonwealth of Massachusetts and the parties hereby agree to submit to the jurisdiction of these courts for such purposes. The parties further agree that the Convention on Contracts for the International Sale of Goods shall have no application with respect to this order. 

 

Anti Bribery Clause

Buyer will not in connection with the order or the goods purchased or to be purchased under it, offer, pay, promise to pay, or authorize the giving of any financial or other benefit to any person for the purpose of obtaining an improper advantage, or otherwise conduct itself in a manner contrary to the applicable anti bribery laws. Seller may terminate the order immediately upon written notice where Buyer is found to have breached this clause, and Buyer shall indemnify Seller from all damages, penalties, fines and/or costs of any kind arising from, or relating to, any such breach. 

 

Material Safety Data Sheets

Each product is accompanied by a Material Safety Data Sheet (MSDS) in compliance with the OSHA Hazard Communication Standard. If one is not immediately available, a copy will be sent via mail as soon as possible. Buyer shall review all relevant information available to ensure safe use of products. If an MSDS is needed prior to shipment of a product, or in case of an emergency, please contact Seller’s Customer Service Department. Seller furnishes the information on each Material Safety Data Sheet without warranty. 

 

Technical Service

At Buyer’s request, Seller may furnish technical assistance and information with respect to products sold. Unless otherwise agreed in writing, all such technical assistance and information will be provided without any representation or warranty and Buyer, as the user, assumes sole responsibility for results obtained in relying on this information. SELLER MAKES NO WARRANTIES OF ANY KIND OR NATURE WITH RESPECT TO TECHNICAL ASSISTANCE OR INFORMATION PROVIDED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any suggestions by Seller regarding use, application, or suitability of the products shall not be construed as an express or implied warranty. Seller strives to keep all technical discussions confidential, however, Seller makes NO guarantee that such discussion or information will remain confidential. 

 

Hazards, Buyer’s Use

All of Seller’s products shall be handled only by qualified and trained individuals. In purchasing these products, the Buyer acknowledges that there are hazards associated with their use. Buyer represents and warrants to Seller that from Buyer’s own independent review and study it is fully aware and knowledgeable about (a) the health and safety hazards associated with the handling of the products purchased; (b) industrial hygiene controls necessary to protect its workers from such health and safety hazards; (c) the need to adequately warn of health and safety hazards associated with products; and (d) government regulations regarding the use of and exposure to such products. 

 

Toxic Substance Control Act (TSCA)

Seller does not warrant that its products are listed in the chemical substances inventory under the Toxic Substances Control Act (TSCA). The Buyer represents and warrants that the use of products purchased from Seller will be in full compliance with the act and its regulations. 

 

Export Compliance

Buyer acknowledges that all products purchased or received from Seller are subject to export control laws, restrictions, orders, rules and regulations of the U.S. and foreign agencies or authorities (collectively, Export Laws). Buyer represents and warrants that it will comply with all applicable Export Laws, and shall not export, divert, re-export, transship or transfer to any prohibited or embargoed country, restricted party or otherwise in contravention to such Export Laws. Buyer represents and warrants that it is not on any restricted party list maintained by the U.S. Government and is not prohibited by applicable law from purchasing any products hereunder. Buyer shall be responsible for determining its compliance obligations, including obtaining any export licenses or approvals required by the U.S. Government or governments of other countries. 

 

No Waiver; Remedies

Sellers failure to enforce any rights hereunder shall not be construed as a waiver of such rights, a continuing waiver, or a waiver in any other instance. The rights and remedies of Seller are cumulative and in addition to other rights and remedies available at law or in equity. 

 

Force Majeure

Seller shall not be liable to Buyer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of Sellers obligations in relation to the products, if the delay or failure was due to any cause beyond Sellers reasonable control, including, but not limited to, an act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, regulatory or local authority; import or export regulations, embargoes and/or sanctions (whether UN, EU and/or US sanctions or otherwise); strikes, lock-outs or other industrial actions or labor disputes (whether involving our employees or those of a third party); difficulties in obtaining raw materials, labor, fuel, parts or machinery; and power failure or breakdown in machinery.