Terms and Conditions of Sale

ACCEPTANCE

These Terms and Conditions of Sale (this “Contract”) shall govern all orders for the purchase of products from Accumol Inc. The purchaser (hereinafter referred to as “Purchaser”, “you”, or “your”) will be deemed to have assented to this Contract by ordering products. No variation of these terms and conditions will be binding upon Accumol unless agreed to in writing and signed by an authorized representative of Accumol.

PAYMENT TERMS

All invoices are issued at time of shipment and are payable within 30 days thereafter, unless otherwise agreed with Accumol. Payment should be made in accordance with the instructions on the invoice issued to you. Please contact us for bank account details when submitting remittance by bank wire transfer.

Any products and services tax, sales tax, use tax, manufacturers tax, occupation tax, excise tax, value added tax, duty, customs, inspection or testing fee, or any other tax, fee or charge of any nature imposed by any government authority or measured by the transaction between Accumol and Purchaser will be paid by Purchaser in addition to the purchase price. If Accumol is required to pay any such tax, fee or charge, then Purchaser will reimburse Accumol immediately upon receiving a request in writing from Accumol.

PRICES

Please contact Accumol or your local distributor for a current price list. Prices are subject to change without notice

CANCELLATIONS, CLAIMS & RETURNS

Accepted purchase orders that have not yet been shipped can be canceled with no charge. Product returns will not be accepted by Accumol without prior written authorization. Perishable (frozen or cold-storage) items are not eligible for return. If Accumol makes a shipping error, either a replacement product will be shipped at no charge or the Purchaser’s account will be credited. Please examine all shipments thoroughly upon receipt. Claims for damages, errors, or omissions must be made within 15 days of parcel delivery as recorded by the courier. Accumol will replace defective products, unless the product complaint is a result of inappropriate usage or handling rather than a failure of the product to meet specifications as outlined on our product documentation, when used under normal conditions in your laboratory.

AUTHORIZED USES

Products are sold for laboratory Research Use Only, Not For Diagnostic or Therapeutic Use, and are not to be administered to humans. Purchaser shall not reverse-engineer, analyze or otherwise attempt to derive the properties, composition, construction or method of manufacture of any of the products, including but not limited to, analysis by physical, chemical or biochemical means and shall not cause a third party to do the same.

NO RESALE

The Purchaser shall not make products or any portion of them, in any way, shape or form, including as a component of another product available for the purpose of further resale or alter or remove the product label and the Accumol mark of origin without the express written permission of Accumol.

CATALOGUES; PRICE LISTS AND ADVERTISEMENTS

Any descriptions or illustrations contained in Accumol’s catalogues, price lists and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the products so described. Nothing contained in any of them will form any part of this Contract.

WARRANTY

Products supplied by Accumol are warranted to meet the specifications provided on our product documentation when used under normal conditions in your laboratory for a period expiring at the date specified on the packaging of the product. Should any product fail to perform as specified during the warranty period (the “Product Warranty Period”), Accumol will credit the purchase price to the Purchaser’s account or replace the product free of charge. This warranty is exclusive and limits our liability to the replacement of the product or, at our option, full credit of the original purchase price. ANY PRODUCT OR INSTRUMENT NOT COVERED BY AN EXPRESS WRITTEN WARRANTY IS SOLD “AS IS”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. A warranty will not apply to a product that fails to perform its specific function due to misuse, improper storage, use beyond expiry date or accidental damage.

DISCLAIMER

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY ACCUMOL IN CONNECTION WITH THE PRODUCT AND IS, WHERE PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THE PRODUCT, HOWEVER ARISING (WHETHER BY CONTRACT, TORT, NEGLIGENCE, PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE), INCLUDING, WITHOUT RESTRICTION, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THAT IT CANNOT BE EXCLUDED UNDER APPLICABLE LAW, WILL BE LIMITED IN DURATION TO THE WARRANTY PERIOD STIPULATED UNDER THE ABOVE LIMITED WARRANTY.

IN NO EVENT WILL ACCUMOL BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, ANY ECONOMIC LOSSES OF ANY KIND, ANY LOSS OR DAMAGE TO PROPERTY, ANY PERSONAL INJURY, ANY DAMAGE OR INJURY ARISING FROM OR AS A RESULT OF MISUSE OR ABUSE, OR THE IMPROPER STORAGE, USE BEYOND EXPIRATION DATE, ACCIDENTAL DAMAGE TO THE PRODUCT OR ANY COSTS ARISING FROM THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE, THE PRODUCT, OR OTHERWISE ARISING OUT OF OR RELATED TO THIS CONTRACT, HOWEVER ARISING (WHETHER IN CONTRACT, TORT, NEGLIGENCE PRINCIPLES OF MANUFACTURER'S LIABILITY, OPERATION OF LAW, CONDUCT, STATEMENT OR OTHERWISE).

INDEMNITY

Purchaser shall, at your own expense, indemnify, defend and hold Accumol, its directors, officers, employees, agents, successors and assigns (“Accumol Indemnitees”), harmless from and against any and all losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) that we may incur in any way arising out of or relating to (a) any breach by you of your obligations under this Contract, (b) any use of the products not in compliance with the uses stated in the product documentation, (c) any failure of you to comply with good laboratory practice, laws, regulations, guidelines or decisions in the handling or use of the products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights (“Intellectual Property Rights”) of a third party by you in the handling or use of the products, or (e) any other use or misuse of the products by you including without limitation any claim of product liability or any similar claim relating to the quality of the products or an alleged defect or deficiency in the products.

SAFETY STATEMENT

Purchaser acknowledges that some of the products may be hazardous or could otherwise present a safety risk as may be outlined in any Safety Data Sheet, product documentation or any other label or document shipped with or otherwise associated with any of the products. Purchaser agrees to use, store and otherwise handle the products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall Accumol be liable for any personal injury or any other damages arising from or as a result of use, handling, misuse or mishandling of the products.

GPDR

You agree that use of your contact information by Accumol is necessary for performance of this and future purchase contracts and that explicit consent to use such information under the General Data Protection Regulation is not required.

PRIVACY POLICY

Purchaser acknowledges and accepts that the terms of Accumol’s privacy policy are incorporated by reference hereto and Purchaser consents that Accumol may collect and use certain information in accordance with this policy (www.accumol.com/privacy.html).

INTELLECTUAL PROPERTY RIGHTS

Accumol has not verified the possible existence of third party Intellectual Property Rights which might be infringed as a consequence of product manufacture, use, sale, offering to sale or import, and Accumol shall not be held liable for any loss or damages in that respect. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any Intellectual Property Rights in or to the products. All Intellectual Property Rights in or to the products are and will remain the sole and exclusive property of Accumol and are reserved by Accumol.

ENTIRE AGREEMENT; INCONSISTENT DOCUMENTS

This Contract and any invoice, statement of work, or the like (if any) issued by Accumol to which this Contract is attached and/or which includes this Contract constitutes the complete and entire statement of all terms, conditions and representations of the agreement between Accumol and Purchaser with respect to its subject matter. Any proposal for additional or different terms from those in this Contract or documents as aforesaid or any attempt by Purchaser to vary in any degree any of the terms of this Contract or any other document is hereby objected to and rejected, but such proposals shall not operate as a rejection of this Contract, which shall be deemed irrevocably accepted by Purchaser without said additional or different terms, unless Accumol specifically agrees to same in writing. Any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought.

INVALIDITY OF PARTICULAR PROVISION

If any provision of this Contract or any part of any provision (in this section called the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason whatsoever including, without limiting the generality of the foregoing, a decision by any competent courts, legislation, statutes, bylaws or regulations or any other requirements having the force of law, then the remainder of this Contract will remain in full force and effect as if this Contract had been executed without the Offending Provision.

GOVERNING LAW

This Contract shall be governed by and be construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein without regard to conflicts of law that would apply a different body of law.