Terms and Conditions of Sale

Unless a separate agreement has been executed between the parties for the goods or services, Promega’s standard Terms and Conditions of Sale will govern the transactions contemplated herein.

Basis of Sale

1. Promega Corporation (“Promega”) will sell and the person, firm, company or institution (“Buyer”) will purchase the goods listed on Promega’s current product and price list (“Products”) subject to these terms and conditions.
2. No quotation given by Promega shall constitute an offer to supply the Products. An order placed by Buyer, whether or not in response to a quotation, shall constitute an offer made to Promega subject to these terms and conditions. No terms or conditions put forward or implied by Buyer, in the order, correspondence or elsewhere, shall be binding on Promega and such conditions or stipulations are hereby excluded and extinguished.
3. All contracts for Products are subject to availability.
4. Any error or omission in any quotation, catalog, sales literature, invoice or other document issued by Promega shall be subject to correction by Promega without liability to Promega.

Orders

1. Buyer shall be responsible to Promega for the accuracy of all orders. In the event of a discrepancy between a catalog number and its product description, the catalog number will be used to satisfy the order.
2. Buyer shall be responsible to Promega for all confirmation orders to be clearly marked “CONFIRMATION” to avoid duplication of an order.
3. All Buyer’s orders are subject to Promega’s acceptance.
4. Promega reserves the right to make changes in the specification of Products ordered which do not materially affect quality or performance of the Products.

Price

1. Unless specifically agreed otherwise, the price for the Products will be that as shown in Promega’s current online catalog at the time of delivery.
2. The price is exclusive of Value Added Tax (VAT) and all other similar sales taxes, fees or charges, as applicable. If Promega is required to pay any such tax, fee or charge, Buyer shall reimburse Promega or, at the time of order, Buyer shall provide Promega with an exemption certificate acceptable to the relevant taxing authorities.
3. Promega reserves the right to charge a fuel surcharge, delivery, packaging and/or handling charge on all orders.
4. If Buyer is tax exempt, Buyer shall provide to Promega a tax exemption certificate from time to time upon request by Promega.

Payment

1. Payment terms are net 30 days from date of invoice. No offsets, settlement discounts or other deductions of any kind may be made against amounts due.
2. The time for payment shall be of the essence for all Products. In the event of default in payment by a due date, Promega reserves the right, without prejudice to other rights, to (a) charge interest at the Applicable Federal Rate +2% per annum as of the time of default and/or (b) suspend further deliveries.
3. Promega reserves the right to withhold delivery of all Products until payment of all amounts owed in respect thereof is confirmed.
4. All amounts due are payable in invoiced currency unless otherwise agreed in writing.
5. All costs, including, without limitation, legal expenses incurred by Promega in recovering overdue debts will be payable by Buyer.

Delivery and Return

1. Unless agreed to otherwise by Promega in writing, all sales are EXW (origination point) Incoterms 2010. Promega reserves the right to make delivery in installments. Customer acknowledges that the Products are subject to US export control laws and regulations.
2. Products supplied will not be accepted for return unless returned in accordance with an authorization issued by Promega.

Warranties and Liabilities

1. Each Product is warranted to meet or exceed the specifications stated in either the materials sent with the Product, or if no such materials are so provided, the specifications for such Product posted on Promega’s online catalog at the time of sale.
2. THE WARRANTIES IN THESE TERMS AND CONDITIONS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, SAID WARRANTIES BEING EXPRESSLY DISCLAIMED.
3. Buyer agrees that its sole and exclusive remedy against Promega shall be limited to the repair and replacement of Products or parts of Products, provided Promega is promptly notified in writing, prior to the expiration of the applicable warranty period, of any defect. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Promega is willing and able to repair or replace the Products or parts of Products. THIS PARAGRAPH STATES BUYER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY.
4. The statute of limitations applicable to all claims arising under these Terms and Conditions shall be one (1) year from the date the claim accrues. THE MAXIMUM LIABILITY, IF ANY, OF PROMEGA FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM PROMEGA’S BREACH OF THESE TERMS AND CONDITIONS, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR TORT WITH RESPECT TO THE GOODS, OR ANY SERVICES IN CONNECTION WITH THE GOODS, IS LIMITED TO AN AMOUNT NOT TO EXCEED THE PRICE OF THE GOODS. IN NO EVENT SHALL PROMEGA BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES AND PROFITS, EVEN IF PROMEGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS BUYER’S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACTUAL REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Hazards and Toxicity

1. All Products offered by Promega are intended for use by qualified professionals who are trained in good laboratory procedures and are familiar with their potential hazards.
2. The Products contain chemicals that may be harmful if misused. Due care should be exercised with all Products to prevent direct human contact.