CONDITIONS FOR USE OF CARBOMER WEB SITE
Copyright ©2016 CarboMer, Inc. All rights reserved.
Copyright in this document is owned by CarboMer, Inc. Individuals are authorized to view, copy, print, and distribute subject to the following conditions:
1. The document may be used for informational purposes only.
2. The document may only be used for non-commercial purposes.
3. Any copy of this document or portion thereof must include this copyright notice.
Unauthorized reproduction of CarboMer Web sites and the material and/or information elements that comprise them is strictly prohibited.
Nothing contained herein shall be construed as conferring, by implication, or otherwise, any
license or right under any patent or trademark of CarboMer or any third party. Except as
expressly provided above, nothing contained herein shall be construed as conferring any license or right under any CarboMer copyright.
Note that any product, process or technology, described here (“Information”) may be the subject of Intellectual Property rights reserved by CarboMer, Inc. or others and are not licensed hereunder. CarboMer makes no representation or warranties, express or implied that any use of this Information will not violate any such Intellectual Property rights.
CarboMer, CarBoran, CarbFerex, CarGlumex, CarGozol, CarPsian, CatiMer, Cyclodans, Cycloflo, Tempo, and ThioMer are trademarks of CarboMer.
CarboMer, Inc. assumes no legal responsibility for use or reliance upon these data. CarboMer, Inc..and its affiliates (“CarboMer”) shall not be responsible for the use of any information, product, method or technology herein presented (“Information”). Users must make their determination as to its suitability and completeness for use and for health and safety purposes, and assume the entire risk of relying on this Information. This information is furnished without warranty, expressed or implied, except that it is accurate to the best knowledge of CarboMer, Inc. CarboMer shall in no event be responsible for damages of any kind whatsoever resulting from the use of or reliance upon this Information. By providing this Information, CarboMer neither can nor intends to control the method or manner by which users apply, handle, store or transport CarboMer products.
Nothing herein shall be construed as a recommendation or license to use any Information that conflicts with any patent, trademark or copyright of CarboMer or others. CarboMer makes no representations or warranties, express or implied that any use of this Information will not infringe any such patent, trademark or copyright.
Material Safety Data Sheets providing safety precautions that should be observed in handling and storing CarboMer products are available on request. Users should obtain and review the available material safety information before handling any of these products. If any materials are mentioned that are not CarboMer products, appropriate industrial hygiene and other safety precautions recommended by their manufacturers should be observed.
CARBOMER MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER NATURE REGARDING THIS INFORMATION, AND NOTHING HEREIN WAIVES ANY OF CARBOMER’S CONDITIONS OF SALE.
THIS INFORMATION COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN; THESE CHANGES WILL BE INCORPORATED IN REVISIONS OF THE INFORMATION. CARBOMER, INC. MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED IN THIS INFORMATION AT ANY TIME.
PRIVACY AND DATA SECURITY
At CarboMer, your right to privacy and data security is a key concern. Your personal information will not be offered or sold to third parties for marketing or solicitation without your consent. We pledge to maintain the confidentiality of your personal information. It will be used only to enhance your relationship with CarboMer. Additionally, internal practices help protect your privacy by limiting employee access to and use of customer data. CarboMer will send e-mail only to customers when we believe they have an interest in receiving it. At any time, you have the right to ‘opt out’ of receiving future communications. CarboMer’s priority is to provide you with a secure online environment. We recognize that your privacy and security are of utmost importance, and make every effort to ensure that your personal information is safeguarded.
LINKS TO OTHER SITES
As a useful resource to our visitors, CarboMer provides links to other Web sites. However, CarboMer has no control over these sites. We cannot guarantee, and make no representations as to, their accuracy. Links to other sites are provided only as a convenience to our users.
INFORMATION DEEMED NON-CONFIDENTIAL
Should any viewer of the CarboMer Web site respond with information, including feedback data, questions, comments, suggestions, ideas or the like (excluding personally identifiable information such as name, address, telephone number, e-mail address, such information shall be deemed to be non-confidential, and CarboMer shall have no obligation of any kind with respect to such information and shall be free to reproduce, disclose, and distribute the information to others without limitation and to use any ideas, concepts, know-how, or techniques contained in such information for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products incorporating such information.
We do not provide free samples of materials, but offer our products in research quantities
TERMS AND CONDITIONS OF SALE
1. Acceptance – All sales are subject to and expressly conditioned upon the terms and conditions contained herein, and upon buyer’s assent thereto. No variation of these terms and conditions will be binding upon CarboMer, unless agreed to in writing and signed by an officer or other authorized representative of CarboMer.
2. Changes – Orders may be changed only by written agreement signed by both Buyer and CarboMer within three (3) days of placing an order. Buyer may not cancel this order without CarboMer’s written agreement. In such cases, CarboMer will advise Buyer of the charge for such cancellation, and Buyer agrees to pay these charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on CarboMer by its suppliers, and any other cost resulting from cancellation of this order by Buyer that is permitted by CarboMer.
3. Delivery, claims, delays – All sales are FCA CarboMer’s shipping point unless otherwise noted. If Shipping and Handling Charges are quoted or invoiced, they will include charges in addition to actual freight costs. Delivery of the goods to the carrier at CarboMer’s shipping point shall constitute delivery to Buyer and Buyer shall bear all risk of loss or damage in transit, CarboMer reserves the right at its discretion to determine the exact shipment method, and to make delivery in installments, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delays in delivery of any installment shall not relieve Buyer of Buyer’s obligations to accept remaining deliveries. Immediately upon Buyer’s receipt of any goods shipped hereunder, Buyer shall inspect the same and shall notify CarboMer in writing of any claims for shortages, defects or damages within five days of receipt and shall hold the goods for CarboMer’s written instructions concerning disposition. If Buyer shall fail to so notify CarboMer within five days after the goods have been received by Buyer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer. CarboMer shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond CarboMer’s reasonable control, including, without limitation, unsuccessful reactions, act of Buyer, embargo or other governmental act, regulation or request affecting the conduct of CarboMer’s business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labor difficulties, lightning, flood, windstorm or other acts of God, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.
4. Payment – Terms of sale are net 15 days of date of invoice, unless otherwise stated. In the event that Buyer defaults in the payment of the purchase price or otherwise, of this or any other order, CarboMer, at its option, without prejudice to any other of CarboMer’s lawful remedies, may defer delivery, cancel this Contract, or sell any undelivered products on hand for the account of Buyer and apply such proceeds as a credit, without set-off or deduction of any kind, against the contract purchase price, and Buyer agrees to pay the balance then due to CarboMer on demand. Buyer agrees to pay all costs, including, but not limited to, reasonable attorney and accounting fees and other expenses of collection resulting from any default by Buyer in any of the terms hereof.
5. Pricing – Prices shown are in US dollars. Please call us for current prices if you require this information prior to placing your order. We guarantee our written quotations for 30 days. When placing your order, please reference our quoted prices or our pro forma number. If you place your order by phone, we will confirm our current price at that time.
6. Warranties – CarboMer warrants that its products shall conform to the description of such products as provided to Buyer by CarboMer through CarboMer’s catalog, website. analytical data or other literature. THIS WARRANTY IS EXCLUSIVE, AND CARBOMER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CarboMer’s warranties made in connection with this sale will not be effective if CarboMer has determined, in its sole discretion, that Buyer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by CarboMer.
CarboMer’s sole and exclusive liability and Buyer’s exclusive remedy with respect to products proved to CarboMer’s satisfaction to be defective or nonconforming will be replacement of such products without charge or refund of the purchase price, in CarboMer’s sole discretion, upon the return of such products in accordance with CarboMer’s instructions. CARBOMER WILL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF CARBOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY CARBOMER’S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature.
7. Buyer’s use of products – CarboMer’s products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in CarboMer’s catalog or in other literature furnished to Buyer, are not to be used for any other purposes, including but not limited to, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. Buyer acknowledges that the products have not been tested by CarboMer for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in CarboMer’s literature furnished to Buyer. Buyer expressly represents and warrants to CarboMer that Buyer will properly test, use, manufacture and market any products purchased from CarboMer and/or materials produced with products purchased from CarboMer in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with all applicable laws and regulations, now and hereinafter enacted. Buyer further warrants to CarboMer that any material produced with products from CarboMer shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and shall not be materials which may not, under Sections 404, 505, or 512 of the Act, be introduced into interstate commerce.
Buyer realizes that, since CarboMer’s products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. Buyer assumes responsibility to assure that the products purchased from CarboMer are approved for use under TSCA, if applicable. Buyer assumes the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from CarboMer. Buyer also has the duty to warn any Buyer’s customers and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the products. Buyer agrees to comply with instructions, if any, furnished by CarboMer relating to the use of the products and not misuse the products in any manner. If the products purchased from CarboMer are to be repackaged, relabeled or used as starting material or components of other products, Buyer will verify CarboMer’s assay of the products. No products purchased from CarboMer shall, unless otherwise stated, be considered to be cosmetics, drugs, foods or medical devices.
8. Buyer’s Representations and Indemnity – Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 7 “Buyer’s Use of Products”, and that any such use of products will not violate any law or regulation. Buyer agrees to indemnify and hold harmless CarboMer, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that CarboMer may sustain or incur as a result of any claim against CarboMer based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by Buyer, its officers, agents, employees, successors or assigns, by Buyer’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of CarboMer’s products, or by reason of Buyer’s failure to perform its obligations contained herein. Buyer shall notify CarboMer in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident, or incident involving CarboMer’s products which results in personal injury or damage to property, and Buyer shall fully cooperate with CarboMer in the investigation and determination of the cause of such accident and shall make available to CarboMer all statements, reports and tests made by Buyer or made available to Buyer by others. The furnishing of such information to CarboMer and any investigation by CarboMer of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by CarboMer.
9. Returns –
Goods may not be returned for credit except with CarboMer’s permission, and then only in strict compliance with CarboMer’s return shipment instructions. Certain items may not be returned for credit. These items include: diagnostic reagents, refrigerated or frozen products; reagents and standards that have passed their expiration dates; custom synthesis products or special orders; and products missing labels, Any returned items are subject to a 25% processing fee.
10. Miscellaneous CarboMer’s failure to strictly enforce any term or condition of this order or to exercise any right arising hereunder will not constitute a waiver of CarboMer’s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies under this order are cumulative and are in addition to any other rights and remedies CarboMer may have at law or in equity. Any waiver of a default by Buyer hereunder must be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired thereby. The paragraph headings herein are for convenience only; they form no part of the terms and conditions and shall not affect their interpretation. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
11. Governing Law –
All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions will be governed by the laws of the State of California without regard to its conflict of laws principles. In Addition, PURSUANT TO ARTICLE 6 OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, THE UN CONVENTION SHALL NOT APPLY TO THIS AGREEMENT. Each party to this order agrees that any dispute arising between them that results in either party instituting court proceedings will be litigated in the United States District Court for the Southern District of California.