Acceptance of Terms
By purchasing and accepting delivery of any products supplied by PFS LOUISIANA (“Products”) you agree to be bound by these terms and conditions (the “Terms and Conditions”). Any other terms or conditions contained in any order form or other document submitted by you which are inconsistent with, or in addition to, these Terms and Conditions are rejected, objected to and shall be deemed void and of no force or effect.
Once submitted, any change(s) to your order(s) may be made only with advance written approval of PFS LOUISIANA and such changes may require different terms, including a change in the price and/or time of delivery. Once submitted, you may not cancel any order unless cancellation is expressly approved by PFS LOUISIANA in writing, which approval may be contingent on your payment of PFS LOUISIANA’S costs or other 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 PFS LOUISIANA by its suppliers, and any other costs resulting from cancellation. A verified bill of costs issued by an officer or other authorized representative of PFS LOUISIANA shall be conclusive as to the amount of such costs. PFS LOUISIANA reserves the right to cancel any order, in whole or in part, upon your breach of these terms and conditions or your bankruptcy, insolvency, dissolution, receivership proceedings, or upon the occurrence of any event leading PFS LOUISIANA to reasonably question your willingness or ability to pay.
Delivery of Products to the carrier at PFS LOUISIANA’S shipping point shall constitute delivery to you and you shall bear all risk of loss or damage in transit. PFS LOUISIANA reserves the right, in its sole discretion, to determine the exact method of shipment for any shipment. PFS LOUISIANA reserves the right to make delivery in instalments, all such instalments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve you of your obligations to accept remaining deliveries. Immediately upon your receipt of any Products shipped hereunder, you shall inspect the same and shall notify PFS LOUISIANA in writing of any claims for shortages, defects or damages and shall hold Products for Umbrella Labs’ written instructions concerning disposition. If you fail to so notify PFS LOUISIANA within 1 day after the Products have been received by you, such Products shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the you.
Any specified delivery dates are estimates only and do not represent a promise by PFS LOUISIANA to deliver Products at a date certain. PFS LOUISIANA 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 PFS LOUISIANA ‘s reasonable control, including, without limitation, unsuccessful reactions, act(s) of you, embargo or other governmental act, regulation or request affecting the conduct of Umbrella Labs’ 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
Allocation of Products
If PFS LOUISIANA is unable for any reason to supply the total demands for Products specified in your order, PFS LOUISIANA may allocate its viable supply among any or all customers on such basis as PFS LOUISIANA may deem fair and practical, without liability for any failure of performance which may result therefrom.
Payment and Interest
In the event of default by you in the payment of the purchase price or otherwise, PFS LOUISIANA, at its option, without prejudice to any other of PFS LOUISIANA’s lawful remedies, may defer delivery, cancel your order and any other order of you, or sell any undelivered products on hand for the account of you and apply such proceeds as a credit, without set-off or deduction of any kind, against the agreed upon purchase price, and you agree to pay the balance then due to PFS LOUISIANA on demand. For any chargebacks done by the customer, and not approved by PFS LOUISIANA, will result in the customer’s information being reported to collections.
Any quotation provided by PFS LOUISIANA is firm only if you place a corresponding order within the time specified on the quote or, if no period is mentioned, within 30 days.
Shipment will be made promptly even if prices have been nominally increased. Notwithstanding any price quotation or prices listed by PFS LOUISIANA, if at any time prior to delivery PFS LOUISIANA’s costs of materials have increased by 10% or more, then PFS LOUISIANA may cancel any accepted but undelivered orders or condition the continuance of any order on your agreement to a corresponding increase in price.
PFS LOUISIANA warrants that its products shall, at the time of shipment, conform to the description of such products as provided to you by PFS LOUISIANA through PFS LOUISIANA’s product directory, analytical data, or other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND PFS LOUISIANA MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS.
PFS LOUISIANA 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 PFS LOUISIANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY. THE EXCLUSION OF SUCH CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR THESE TERMS AND CONDITIONS. PFS LOUISIANA LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.
Your Use of Products
PFS LOUISIANA’s Products are intended primarily for laboratory research purposes and, unless otherwise stated on product labels, in PFS LOUISIANA’s product directory or in other literature furnished to you, 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. You acknowledge that the Products have not been tested by PFS LOUISIANA for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use.
You expressly represent and warrant to PFS LOUISIANA that you will properly test, use, manufacture, and market any Products purchased from PFS LOUISIANA and/or materials produced with Products purchased from PFS LOUISIANA 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. You further warrant to PFS LOUISIANA that any material produced with Products from PFS LOUISIANA 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.
You realize that, since PFS LOUISIANA’s Products are, unless otherwise stated, intended primarily for research purposes, they may not be on the Toxic Substances Control Act (TSCA) inventory. You assume responsibility to assure that the Products purchased from PFS LOUISIANA are approved for use under TSCA, if applicable. You have the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using Products purchased from PFS LOUISIANA. You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products.
You agree to comply with instructions, if any, furnished by PFS LOUISIANA relating to the use of the Products and not misuse the Products in any manner. If the Products purchased from PFS LOUISIANA are to be repackaged, relabeled or used as starting material or components of other products, you agree that you will verify PFS LOUISIANA’s assay of the Products. No Products purchased from PFS LOUISIANA shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.
Resale, Distribution and Export Prohibited
You warrant to PFS LOUISIANA that you will use the Products directly and as permitted above, and you further agree that the Products may not be marketed, distributed, resold or exported by you for any purpose.
PFS LOUISIANA does not warrant that the use or sale of the Products delivered hereunder will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.
PFS LOUISIANA’s failure to strictly enforce any term or condition contained herein or to exercise any right with respect to your order shall not constitute a waiver of PFS LOUISIANA’s right to strictly enforce such terms or conditions or exercise such right thereafter. All rights and remedies are cumulative and are in addition to any other rights and remedies PFS LOUISIANA may have at law or in equity. Any waiver of a default by you shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation. These Terms and Conditions 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.
Governing Law, Disputes
All disputes allegedly arising from the legality, interpretation, application, or performance of your order, the Products or any of these Terms and Conditions shall be governed by the laws of the State of Louisiana including its conflict of laws principles. The parties agree to waive, to the fullest extent permitted by law, any and all rights to a trial by jury in connection with any dispute.
Indemnity and Insurance
You shall indemnify and hold PFS LOUISIANA, its agents, employees, and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including attorney’s fees) resulting from your (a) sale or use of the Products, (b) breach of the provisions and representations contained in the Terms and Conditions or (c) negligence, recklessness or misconduct.
Ethical Research Mandate
“PFS LOUISIANA” strongly encourages all research to be conducted in compliance with the appropriate
“PFS LOUISIANA” condemns Mammalian research. Please buy your products elsewhere. We do not
want to do business with people or organizations that test any type of chemical on mammals.
By reading this, you agree to the terms and conditions in the above document. You take full responsibility for the products you are ordering and will be using them for research purposes. If for any reason these products are taken from you without your explicit permission, you will call the authorities to report them stolen.