END USER(S) TERMS AND CONDITIONS - Institute of Neurodevelopment

Summary

THE SALE OF PRODUCTS AND SERVICES (“PRODUCTS”) BY The Institute of NeuroDevelopment, The Institute of NeuroDevelopment & AFFILIATES (“SELLER”) ARE SUBJECT TO THESE TERMS AND CONDITIONS OF SALE (“AGREEMENT”) REGARDLESS OF ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS SET FORTH IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION (“ORDER”)” SUBMITTED BY A PURCHASING CUSTOMER (“BUYER”). MOREOVER, SELLER’S FAILURE TO OBJECT TO ANY SUCH CONFLICTING OR ADDITIONAL BUYER TERMS WILL NOT CHANGE OR ALTER THE TERMS OF THIS AGREEMENT ABSENT THE EXPRESS WRITTEN CONSENT OF SELLER. THE INFORMATION CONTAINED IN THIS AGREEMENT SUPPLEMENTS INFORMATION CONTAINED IN SELLER’S CATALOG AND WEBSITE.

END USER(S) TERMS AND CONDITIONS FOR SAMPLE AND QUOTE REQUESTS

Online requests for samples or quotes from The Institute of NeuroDevelopment will only be processed if the request comes from a valid e-mail address. The Institute of NeuroDevelopment reserves the right to refuse any requests.
The Institute of NeuroDevelopment does not send samples, provide quotes, or sell any materials to individuals. Only requests from recognized commercial operations will be processed.
The Institute of NeuroDevelopment will not ship hazardous materials (samples or regular orders) until it has received verification that the request or has the capability to properly handle and store hazardous materials.
The Institute of NeuroDevelopment does not ship active pharmaceutical ingredients (APIs) as samples.
The Institute of NeuroDevelopment will report any requests for List 1 or List 2 chemicals, explosives, or drug products to the appropriate government agencies.
Samples shipped to foreign countries will incur a charge. Please contact us if you have any questions regarding these charges.
A transaction fee for samples may be assessed under certain circumstances. If applicable, you will be contacted accordingly.
The Institute of NeuroDevelopment reserves the right to limit the quantity and/or availability of samples due to product cost, proprietary limitation, or historic purchase activity. Please contact us if you have any questions regarding admissible quantities and availability.
Incomplete sample or quote requests will not be processed.

The Institute of NeuroDevelopment, The Institute of NeuroDevelopment & Affiliates

TERMS AND CONDITIONS OF SALE TO END USER(S)

ORDERS. All Orders (including Standing Orders) are subject to acceptance by Seller and Seller reserves the right to reject any Order for any reason including terminating any prior Standing Order in place with Buyer. Seller reserves the right to allocate the sale of Products among its customers. Any request by Buyer to cancel, change or reschedule an Order must be submitted in writing and approved by Seller in writing. Any approved cancelation, change or reschedule of an Order will be subject to a change/cancellation fee (up to 30% of the Order price) as liquidated damages to compensate Seller for its time and costs to mitigate the damages incurred as a result of Buyer’s change/cancellation of an Order.
PRICES; TERMS OF PAYMENT. Sellers’ quoted prices apply for thirty (30) days or as otherwise stated in its quote. Seller may increase prices if Seller’s costs increase or other circumstances beyond Seller’s reasonable control are present. Quoted prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Buyer is responsible for any additional fees and taxes. Payment of the total invoice amount, without offset or deduction, is due thirty (30) days from the invoice date. On any past due invoice, Seller may charge interest from the payment due date to the date of payment at 1.5% per month, plus reasonable attorney fees and collection costs. Seller may apply payments to any of Buyer’s accounts. Seller may change the terms of Buyer’s credit at any time. Refund amount will be credited to the customers bank account within 30 days.
DELIVERY AND TITLE; DELAYS. Unless delivered pricing was quoted, Buyer is responsible for all shipping and handling costs, insurance and other applicable surcharges. Title and risk of loss pass to Buyer upon delivery of the Products to the carrier at Seller’s shipping point. Seller reserves the right to make partial shipments and Buyer will accept delivery and pay for the Products delivered. Sellers’ delivery dates are estimates only and Seller is not liable for failure to fulfil its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control (e.g., acts of God, man-made or natural disasters, epidemic or medical crises, Institute of Neurodevelopment materials shortages, labour strikes, acts of terrorism, delays in transportation, government regulations, unprecedented price rise, etc.)
PRODUCT ACCEPTANCE; RETURN PROCEDURES. Buyer shall promptly inspect the delivered Products and after the 5th day, Buyer is deemed to have irrevocably accepted the Products as conforming to specifications. Buyer must notify Seller in writing of any damage, shortage, defect or other discrepancy to the Products within five (5) business days after delivery and Buyer cannot return Products without a return material authorization (“RMA”) number. Buyer must return all Products, freight prepaid, as specified in the RMA and pay for any restocking charges. Conforming Products may not be returned for credit except with Seller’s prior written agreement, and then only in strict compliance with Seller’s instructions. Authorized returned Products must be in original manufacturer’s shipping cartons, containers, or equivalent, and unopened (seals intact). Unidentified or unauthorised return shipments will be discarded without credit. At Seller’s discretion, Seller will return all Products not eligible for return to Buyer freight collect or hold Product for Buyer’s account at Buyer’s expense. Specifications and samples sent by Seller and approved by Buyer prior to purchase order will be representative of the material that will be provided for the order. Any specifications sent at time of Purchase Order by Buyer that are different than previously discussed will not be considered valid.
SELLER’S LIMITED WARRANTY; REMEDIES. Seller warrants that the Products, at the time of delivery to Buyer, shall conform to the specifications for such Products as are set forth in Seller’s catalog, website or any other written material furnished by Seller to Buyer. This limited warranty is exclusive and Seller makes no other express or implied warranties or representations concerning the Products (whether implied by statute or otherwise). Seller specifically makes no warranty of merchantability or fitness for any particular purpose. If Products do not meet Buyer’s specifications, Seller has the option to (a) repair the Products, (b) replace the Products at no cost to Buyer; or (c) refund Buyer’s purchase price. Seller’s warranty made in connection with a sale of Products shall not be effective if Seller has determined, in its reasonable 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. Unless due to the negligence of Seller, Seller is not liable for Products damaged in shipment, improper care or storage of the Products or for any expenses incurred by Buyer in testing alleged non-conforming Products.
LIMITATION OF LIABILITY. 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 anticipated savings, loss of buyer property or any liability of Buyer to a third party, or for any labor or any other expense, damage or loss occasioned by such product including personal injury or property damage; provided, however, in no event shall the aggregate liability of Seller to Buyer arising out of or relating to any transaction between them exceed the purchase price paid by Buyer for the Products at issue.
USE OF PRODUCTS; LAWS; INDEMNIFICATION. Buyer represents and warrants to the Seller that it shall use the Products in accordance with applicable law, rule, regulation, and not in violation of any patent or other proprietary rights of any third party. All of the Products offered by Seller are chemicals and should be handled only by technically qualified and trained individuals who are familiar with the potential hazards in handling chemicals. The Buyer assumes all responsibility to learn and understand the risks associated with any of the Products and for instructing its employees, agents, customers and any other persons who might reasonably be expected to come into contact with the Products, in techniques for safe handling and use of the Products and of any potential risks to person and property in any way connected with the Products. The Buyer also assumes the responsibility and related costs for the safe transport, storage and disposal of all Products in compliance with all applicable laws. Any suggestions or recommendations for use of any Product are disclaimed by Seller and Seller makes no guarantee of results and assumes no liability for injuries, damages or penalties resulting from their use by Buyer. Buyer agrees to indemnify and hold harmless Seller for and against any and all suits, claims, demands, liabilities, losses, damages and/or expenses, including costs and fees of legal counsel and all other costs of defending any action that Seller may incur as a result of Buyer breaching this Agreement. Buyer shall notify Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident, or incident involving Sellers 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.
MISCELLANEOUS.

The courts of the State of West Bengal, India will exclusively govern any dispute between Seller and Buyer.
Buyer may not assign this Agreement without the prior written consent of Seller.
This Agreement is binding upon and inures to the benefit of the parties hereto and their respective agents, successors and assigns.
Sellers’ failure to object to any document, communication, or act of Buyer will not be deemed a waiver of any of these terms and conditions.
If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall be enforceable as permitted by law.
Products are subject to any applicable proprietary rights of third parties (e.g., patents, trademarks, copyrights and/or licenses).

The Institute of NeuroDevelopment, The Institute of NeuroDevelopment & Affiliates