Terms and Conditions

1. Pricing

All prices are quoted in U.S. dollars and are based on the EXW (Ex Works) Incoterm at our designated location in San Diego, CA. In the event that you require up-to-date pricing information and product availability before placing an order, we strongly advise you to submit an inquiry to the Seller. We will make every effort to provide you with accurate and timely information.

2. Taxation and Additional Charges

The Buyer shall be responsible for paying any sales tax, duties, customs fees, or other taxes, levies, or charges imposed by any governmental authority in connection with the transaction between the Seller and the Buyer. These amounts shall be paid in addition to the prices quoted or invoiced by the Seller. In the situation where the Seller is compelled to pay any such tax, fee, or charge on behalf of the Buyer, the Buyer shall promptly reimburse the Seller for the full amount. Alternatively, at the time of order placement, the Buyer may furnish the Seller with an exemption certificate or other relevant documentation that is acceptable to the authority imposing the tax, fee, or charge.

3. Payment Terms

Unless otherwise mutually agreed upon in writing, the payment terms shall be net 30 days from the date of the invoice. The Seller reserves the absolute right to request advance payment, depending on the circumstances and at its sole discretion. For overseas transactions, the Buyer shall bear all of the Seller's banking charges incurred during the payment process. The Buyer is prohibited from withholding or offsetting payment for the Products for any reason whatsoever.
If, in the reasonable opinion of the Seller, the financial condition of the Buyer deteriorates to the extent that it poses a risk to the collection of the purchase price, the Seller may, at its option, delay or postpone the delivery of the products. Additionally, the Seller has the right to modify the payment terms to require full or partial payment in advance for the entire undelivered balance of the order.
In the event that the Buyer fails to make timely payment in accordance with the terms of this contract, or if the Buyer's financial situation otherwise becomes precarious, the Seller reserves the right, among other remedies, to refuse to supply further products until such time as cash is received with the order and/or all outstanding charges are fully settled. Moreover, the Seller may impose a monthly late charge on any delinquent balance. The late charge shall be calculated at the greater of 1.5% per month or the maximum amount allowed by law. The Buyer hereby agrees to pay all costs associated with the collection of overdue payments, including but not limited to reasonable attorney's fees, accounting fees, and other expenses incurred in the process of debt collection.

4. Shipping and Return Policies

Upon receipt of the goods, the Buyer is required to conduct a thorough inspection immediately. Any shortages, damages, or quality issues must be reported to the Seller within 3 business days. Failure to notify the Seller within this specified period shall result in the conclusive presumption that the Products conform to the terms and conditions of this agreement and have been irrevocably accepted by the Buyer.
Goods may not be returned for credit or replacement without the prior written permission of the Seller. If the Seller grants permission for a return, the Buyer must strictly adhere to the Seller's return-shipment instructions. Returns must be initiated within 30 days of the shipment date and with the Seller's prior approval. The Seller reserves the right to impose a restocking fee, which will be determined on a case-by-case basis. A credit will only be issued after the Seller has inspected the returned item and verified its condition. Under no circumstances will credit or replacement be provided for products without the Seller's explicit authorization. Certain items are specifically excluded from return for credit, including but not limited to Custom Synthesis or Custom Formulation items, items quoted under custom part numbers (such as CUSTOM SYN or CUSTOM FORM), special orders, specially packaged products, and products with missing or damaged labels.

5. Packaging

The Seller will provide the most suitable bulk packaging for the products, unless the Buyer specifies otherwise. We take great care in ensuring that the packaging is appropriate to protect the products during transportation and storage. If the Buyer has specific packaging requirements, it is the Buyer's responsibility to communicate these clearly to the Seller at the time of placing the order.

6. Warranty Provisions

It is the sole responsibility of the Buyer to test the materials upon receipt to confirm that they meet the specified compound specifications before using them. Once the materials have been used, the Seller shall not be liable for any warranty claims or provide refunds, regardless of the nature of the issue.
The Seller warrants that the materials will be of the stated quality at the time of sale. However, there are no express or implied warranties regarding the fitness of these products for any particular purpose. The Seller's sole and exclusive liability in the event of a warranty claim shall be to replace the defective product at no charge or to refund the purchase price upon the return of the product in accordance with the Seller's instructions. Under no circumstances shall the Seller be liable for any incidental, consequential, or special damages arising from the use or inability to use the products.
The Seller makes no warranty or representation that the Products do not infringe upon any patents, trademarks, registered designs, or other intellectual property rights. The Buyer assumes all risks and liabilities associated with the use of the products in relation to intellectual property matters.

7. Usage Conditions

All products provided by the Seller are intended solely for research purposes and are not suitable for human or animal use. These products should only be handled by qualified and properly trained individuals who are familiar with laboratory procedures and the potential hazards associated with chemicals.
The Seller supplies all compounds on the condition that the Buyer accepts full responsibility for the proper use of the products, any misuse thereof, and the safe disposal of all such compounds in accordance with applicable laws and regulations.

8. Governing Law

This agreement, along with all matters related to its performance, interpretation, and enforcement, shall be governed by and construed in accordance with the laws of the State of [State].

9. Intellectual Property Rights

All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, in and to the products, documentation, and any other materials provided by the Seller shall remain the exclusive property of the Seller. The Buyer is granted a limited, non-exclusive, non-transferable license to use the products solely for the purpose of the research as intended, and not for any other commercial or non-research related activities. The Buyer shall not reproduce, modify, distribute, or sublicense any of the Seller's intellectual property without prior written consent.

10. Confidentiality

Both parties acknowledge that in the course of their business relationship, they may have access to confidential information of the other party. Each party shall keep confidential and shall not disclose to any third party, without the prior written consent of the other party, any confidential information received from the other party.