1. General: The General Terms & Conditions will be implicitly applicable to all purchase orders. Unless specifically claimed by the buyer and accepted in writing by HiMedia, the General Terms and Condition will be applicable to all transactions. General condition of buyer, if any, will not be applicable.
2. Purchase Order: Purchase orders are subject to HiMedia¹s approval.
3. Price: Prices mentioned in the HiMedia¹s Invoices/Quotation are subject to change without prior notice and prices ruling on the date of shipment will be applicable. Unless otherwise accepted in writing by HiMedia prices mentioned in the Invoices/Quotations does not include shipping charges.. All Quotations/Invoices will be in US$. Payment: Payment is due within 30 days of invoice. Delayed payments shall entail overdue interest @ 1.5% per month or part thereof. Buyers will reimburse all cost and damage that may be caused due to late payments, including legal expenses, if any. Delivery and risk: Stocked items will normally be shipped within 5 business days. Nonstock items will normally be shipped within 60 days from acceptance of orders. On buyers request HiMedia may provide necessary shipment services at the cost and risk of the buyers. Buyers shall take delivery without any delay.
Loss or damage caused due to delay in taking delivery will be borne by the buyer.
4. Warranty: Seller warrants that its products shall conform to the description of such products as provided to Buyer by Seller through Seller¹s catalog, analytical data or other literature. THIS WARRANTY IS EXCLUSIVE AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Seller¹s warranties made in connection with this sale shall not be effective if Seller 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 Seller. Seller¹s sole and exclusive liability and Buyer¹s exclusive remedy with respect to products proved to Seller¹s satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Seller¹s sole discretion, upon the return of such products in accordance with Seller¹s instructions. SELLER SHALL 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 SELLER 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 SELLER¹S GROSS NEGLIGENCE.
5. Use of Products by Buyer: Seller¹s products are intended primarily for research use only and unless otherwise stated on products not to be used for any other purposes including, but not limited, to in vitro diagnostic purposes, in food drugs, medical devices or cosmetics for humans or animals or for commercial purposes. Buyer acknowledges that the products have not been tested by Seller for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Seller¹s literature furnished to Buyer. Buyer further warrants to Seller that any material produced with products from Seller shall not be adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act.Buyer realizes that, since Seller¹s 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 Seller are approved for use under Toxic Substances Control Act if applicable. Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products produced from Seller. Buyer also has the duty to warn Buyer¹s customers any auxiliary personnel (such as freight handlers etc.) of any risks involved in using or handling the products.
6. Buyer¹s Representations and Indemnity: Buyer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 2 ³Use of Products by Buyer², and that any such use of products will not violate any law or regulation. Buyer agrees to indemnity and hold harmless Seller, 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 Seller may sustain or incur as a result of any claim against Seller 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 Buyer¹s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) other third parties, arising out of, directly or indirectly, the use of Seller¹s products, or by reason of Buyer¹s failure to perform its obligations contained herein. Buyer shall notify Seller in writing within fifteen (15) days of Buyer¹s receipt of knowledge of any accident, or incident involving Seller¹s products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident and shall make available to Seller all statements, reports and tests made by Buyer or made available to Buyers by others. The furnishing of such information to Seller and any investigation by Seller of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Seller.
7. Return of Goods Supplied: Goods may not be returned for credit except with Seller¹s permission, and then only in strict compliance with Seller¹s return shipment instructions.
8. Liability: HiMedia shall not be liable for indirect or consequential loss or damage that may be caused other than gross negligence of HiMedia. Under no circumstance HiMedia will be liable for any loss or damage that may be caused due mishandling, alteration or negligence of the buyers or their associates.
9. Force Majeure: If by reason of fire, accidents, war, strikes, lockouts, riots, civil commotion, Government prohibition or restriction or any other cause (whether or not of the same nature as the foregoing) beyond the control of either of the parties the Seller is prevented from or delayed or hindered in effecting despatch or making delivery of the goods or any part thereof at the times of places stated for delivery then a reasonable extension of time shall be granted. In any event the Seller shall not be liable in any way for loss or damage arising directly or indirectly through or in consequence of any such events or happenings.
10. Governing Law: All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of the Commonwealth of Pennsylvania. Each party to this order agrees that any dispute arising between them which results in either party instituting court proceedings shall be litigated in Commonwealth of Pennsylvania.