Terms and Conditions
Terms and Conditions of Sale
The terms of this sale may be governed exclusively by an agreement between you and Chromatography Research Supplies, Inc. (CRS) (the "Sales Contract"). Such a Sales Contract contains the complete understanding between the parties and shall remain binding in all aspects. No verbal representations or promises nor anything contained in any purchase order (“PO”) or any other document shall amend, alter, or modify the Sales Contract unless it is specified in a written amendment signed by both parties. If no Sales Contract is in place, or such Sales Contract is found to be defective or otherwise unenforceable, the following terms apply to this sale.
If you do not agree to the terms of this agreement, you shall promptly notify CRS of your intent to cancel this order or promptly return the products. If you do not object in a signed communication to CRS within five days of receipt of this sales order acknowledgment, or if you accept the terms herein either by email or otherwise, you will be deemed to have accepted the terms herein. CRS shall not be bound by any additional provisions unless expressly agreed to in a writing signed by CRS’s authorized manager, and in no event shall CRS be deemed to have accepted any terms in your purchase order.
1. Prices. The price of the Products and Services shall be that set for the in the CRS’s price list in effect at the time CRS accepts your order, less any applicable discount. Prices do not include freight, insurance or other similar charges. Any such charges will be added to the price or separately invoiced to you.
2. Payment. You shall pay all invoices issued under this sale within 30 days from date of invoice. Shipments, deliveries and performance of Services will be always be subject to the approval of CRS’s Credit Department and CRS may at any time decline to make any shipments or deliveries or perform any Services, except upon receipt of payment or upon terms and conditions or security satisfactory to CRS. You will pay or reimburse CRS for all sales, use, valued-added and other taxes (except taxes on CRS’s net invoice) and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the sale of the Products, licensing of the Software or performance of the Services.
3. Complete Orders. The terms of the Agreement and, secondarily, this Sale Order Acknowledgement, shall contain the complete terms and conditions of this sale.
4. Shipment of Products. CRS will use commercially reasonable efforts to meet the shipment date specified in the purchase orders accepted by CRS (in partial or full shipments); provided, that, shipment may be delayed without liability of CRS for reasons beyond CRS’s reasonable control.
5. Delivery. Delivery shall be EX WORKS origin. CRS shall select a carrier to transport the Products to you and will prepay and add shipping charges to the invoice unless otherwise stated on the Purchase Order. Risk of loss or damage shall be borne by you.
6. No Reverse Engineering. You agree that you will not attempt, to reverse engineer, disassemble, or modify the Products, in whole or in part.
7. Limited Warranty. Supplier warrants that all Product supplied under this Agreement shall, when it leaves Suppliers possession and control, conform with the Specifications and with applicable laws and regulations according with this Agreement, and shall be of good and merchantable quality, free from defects in materials and workmanship. Additional warranty documentation may supplied with products. CRS makes no other warranties, express, implied or statutory, regarding the products or services. All implied warranties as to satisfactory quality, performance, merchantability, fitness for purpose or non-infringement of third party rights are expressly disclaimed.
9. Limitation of Liability. In no event will CRS be liable to you for any special incidental consequential or exemplary damages of any kind, including but not limited to any lost profits and lost savings, however caused. Whether for breach of contract, tort, negligence, or otherwise, whether CRS was advised of the possibility of such loss or damages, CRS’s total liability to you arising from or in relation to this sale shall be limited to the total amounts paid by you to CRS under this sale
10. Product Returns. All sales are final, and the product and services are not returnable unless authorized specifically by a authorized CRS representative. You must obtain a Return Material Authorization (RMA) number from CRS’s customer service, prior to returning a product.
13. IP Ownership. All rights, title, interest, design specifications and all copyrights to products, any other development pursuant to Services, and any copy made by you remain with CRS. You acknowledge that no title to the intellectual property in the Firmware and software is transferred to you and you will not acquire any rights to the Firmware except for the license as expressly set forth herein
14.Marks. You agree to comply with all legends that appear on or in the Products and not to remove or destroy any copyright, logo, trademark, trade name, or proprietary markings placed upon or contained within Products, containers or documentation supplied by CRS to you under this Agreement.
15. Import/ Export Controls. You acknowledge that the Product, technical data, and performance of the Services (received from CRS in accordance with the terms hereunder) may be subject to United States or Territory export and import controls including but not limited to the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774, and in the performance of its obligations, you shall at all times strictly comply with all laws, regulations and orders, and agrees to commit no act which, directly or indirectly, would violate any United States or Territory law, regulation or order, including, without limitation, tax, export and foreign exchange laws, import controls, and export controls imposed by the U.S. Export Administration Act of 1979 as amended, and the United States Foreign Corrupt Practices Act.
16. Governing Laws and Arbitration. This Agreement shall be governed by the laws of the State of Kentucky. Any controversies or claims arising from or relating to this Agreement, or the breach thereof, which cannot be amicably settled by and between the parties, shall be referred to and finally settled by the rules of International Chamber of Commerce, Incoterms. The place of arbitration shall be in Louisville, Kentucky, United States of America. Award for such dispute will be rendered by a single, neutral, mutually agreeable arbitrator.