GENERAL TERMS AND CONDITIONS
1. Incorporation.
Buyer has read and understands all of the terms and provisions on the reverse hereof, and on any attachments hereto or documents to which these general terms and conditions are attached, and agrees that all terms, provisions and attachments are a part hereof, and are binding on Buyer.
2. Property Rights.
Seller is the developer, manufacturer and seller of silicas, aluminas and other organic and inorganic polymeric separation and analysis materials, membranes and components, and in the bonding and coating of monolayer and polymeric coatings of such materials, membranes and components ("Products"). Said Products are the exclusive property of Vydac and protected under the patent, trademark, copyright or other similar laws of the United States, California and other jurisdictions. No license, proprietary or other interest shall be acquired by Buyer, due to the purchase of any Products.
3. Representations.
No distributor, promoter, salesperson, or other person or entity, except an authorized agent of Seller, has the right or authority to make any representations concerning the Products, except to the extent that they completely conform with the representations made by Seller in the catalogs, brochures and other promotional and sales literature ("Sales Literature") developed or authorized and approved by Seller.
4. Orders.
Sales Literature constitutes the solicitation of offers to purchase Products. All orders must conform to Seller's terms regarding quantity, lot and other advertised standards, and are subject to acceptance by Seller. Seller has the right to reject any order, in its sole and absolute discretion, and to withdraw acceptance of any order, by written notice given within 48 hours, due to its inability to timely deliver Products ordered, for which payment has been received.
5. Filling of Orders.
Seller will use its best efforts to promptly fill and ship all accepted orders. Seller shall not be liable for delays caused by Government orders or requirements, transportation conditions, labor or material shortages, strikes, riots, fires or other causes beyond Seller's control.
6. Non-Conforming Products.
Buyer must notify Seller, in writing, of any Products it receives which Buyer contends do not conform to the order, which notice must specify the non-conformity. Buyer may retain or return non-conforming Products to Seller. Retention of non-conforming Products shall be deemed acceptance of said Products by Buyer, and waiver of a claim of accommodation and breach.
7. Pricing.
Products are priced according to Seller's Schedule of Prices in effect as of the placement of orders with Seller. Prices are net to Seller and exclude taxes, insurance and shipping charges. Insurance will automatically be added to any order not received by Buyer at Hesperia, California. Shipping charges will be in accordance with the mode of shipment requested by Buyer. Unless otherwise specified, Seller may select the method, bulking and other shipment arrangements.
8. Payment.
Unless otherwise agreed, in writing, payment is due upon receipt, in U.S. Dollars, and shall be in cash, or by wire transfer of funds or confirmed irrevocable letter of credit, in form and substance acceptable to Seller. Non-cash payments shall be drawn on United States banks or other banks acceptable to Seller. Seller reserves the sole and absolute discretion, to agree to accept different payment arrangements or credit terms.
9. Default.
Should Buyer default in the payment for any Products, Seller may, at its option and without prejudice to any other lawful remedies, declare Buyer to be in default, sue for damages, recover possession of the Products, defer further shipments to Seller until such default is made good, treat such default as a breach of any other Agreement between the Parties. Buyer agrees to provide Seller with a security interest, upon Seller's request. Seller shall be entitled to recover reasonable attorneys fees and costs in any litigation or arbitration brought for the enforcement of this contract.
10. Delivery.
Unless otherwise agreed in writing, Products are shipped from Hesperia, California by common carrier, to Buyer's designated place of destination. Delivery is complete upon delivery of Products to the carrier. Buyer must inspect the Products immediately upon receipt, and inform Seller within 24 hours of any defect in the Products received.
11. Transfer of Ownership.
Seller retains title, right to possession of, and an insurable interest in all Products, until full payment has been received by Seller. Upon full payment, title to Products passes to Buyer upon delivery to common carrier.
12. Delivery during Default.
Seller is not obligated to deliver, nor is Buyer entitled to receive any Products for which satisfactory and timely payment has not been received by Seller.
13. Warranty.
Seller warrants Products to be free from defects in design and manufacture for a period of 30 days from delivery. Buyer accepts full responsibility for the selection of Products and their suitability for any particular purpose. Other than those express warranties set forth in the Sales Literature, Seller expressly disclaims all implied warranties of fitness for intended purpose, merchantability, course of dealing and usage of trade. Seller makes no warranty that Products will be delivered free of claims or patent, trademark or similar infringement. Seller shall not be responsible for incidental or consequential damages.
14. Returns.
Call Seller to arrange for all returns. Conforming and non-defective Products are only returnable with Seller's consent, at Buyer's expense and subject to 20% restocking fee.
15. Jurisdiction, Forum, Venue, Jury.
California law governs this contract, and encompasses all causes of action arising from or relating to the contract, regardless of how characterized. All actions brought to enforce, or in any other way relating to this contract, must be brought Superior or Municipal Court, as appropriate, San Bernardino County, California, Desert Judicial District. Buyer waives the right to a jury in any such proceeding.