Terms and Conditions
The use of this site is governed by the policies, terms and conditions set forth below. Your use of Seller’s Products or Services indicates your acceptance of these terms and conditions. Microbiologique, Inc. reserves the right to make changes to this site and these terms and conditions at any time.
All prices published by Seller or quoted by Seller’s representatives may be changed at any time without notice. All prices quoted by Seller or Seller’s representatives are valid for sixty (60) days, unless otherwise stated in writing. All prices for Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller’s price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not part of Seller’s original price quotation.
Product Specifications are subject to change without prior notice.
- Payment Terms
Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the terms herein. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice for all U.S. orders. For international orders, Seller may require payment by wire transfer before shipment. If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. Seller reserves the right to require from Buyer full or partial payment in advance if Seller believes in good faith that Buyer’s financial condition does not justify the terms of payment specified. All payments shall be made in U.S. Dollars.
- Taxes and Other Charges
Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products, all of which taxes and duties must be paid by Buyer.
- Shipping and Delivery
- Seller will ship refrigerated items on ice, via 2-day or overnight shipping, as requested. Shipping fees are billed to Buyer and not included in product quote, unless written otherwise. Seller will generally ship refrigerated items Monday-Wednesday to prevent delay over a weekend. Seller may ship Thursday or Friday for overnight delivery to accommodate urgent requests. If Saturday delivery is requested, Seller requires the name of the contact person who will be available to receive the package.
- The Products will be shipped to the destination specified by Buyer, F.O.B. Seller’s shipping point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Shipping and handling fees, special packaging materials (e.g., blue ice), carrier surcharges and hazardous material fees imposed by government regulation will be added separately to the invoice.
- Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder.
- All shipping and delivery dates are approximate only, and Seller will not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay.
- Cancellation and Changes by Buyer
Orders in process may be canceled only with Seller’s written consent prior to shipment and upon payment of Seller’s cancellation charges, where applicable. Orders that have shipped may not be cancelled and will be subject to the product return policy below. Orders in process may not be changed except with Seller’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefore. Credit will not be allowed for Products returned without the prior written consent of Seller.
- Product Return Policy
Products may be returned if product is defective. Defective products not returned within 30 days of invoice date will not be credited. Cold products being returned must be refrigerated while in transit to Microbiologique, Inc. by either cold chest or cold packs to maintain product quality. If product is not returned according to refrigeration specifications, credit will not be issued. To return product for credit or exchange, please follow these steps:
- Contact Microbiologique’s Customer Service Line at (206)525-0412 or firstname.lastname@example.org within 30 days of the invoice date to obtain authorization for return.
- Customer will be responsible for all shipping costs of returned items.
- Hazardous materials may not be returned. Please contact Microbiologique, Inc. if you need assistance identifying such items.
- Warranty Disclaimer and Limitation of Liability as to Products Sold
Except as set forth herein and where applicable, no warranty or affirmation of fact or description, express or implied, is made or authorized by Microbiologique Inc. Microbiologique Inc. disclaims any express or implied warranties of merchantability, fitness for a particular purpose or noninfringement of intellectual property rights. Microbiologique, Inc. also disclaims any liability for claims arising out of product misuse, improper product selection, product modification, misrepair or misapplication. Any liability for consequential, incidental, special, exemplary, or punitive damages is expressly disclaimed. BY USE OF SELLER’S PRODUCTS, SERVICES, OR SITE, BUYER AGREES THAT MICROBIOLOGIQUE, INC.’S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT.
Customer shall defend, indemnify and hold Microbiologique, Inc. and its officers, directors, employees, agents and its affiliates with competent counsel and hold harmless Seller from and against any and all claims, actions, liability, expenses, costs, or losses arising (including without limitation reasonable attorneys’ fees and disbursements and court costs) to the extent arising from or in connection with ( (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in an application or environment for which it was not designed;; (iii) modifications of a Product by anyone other than Seller without Seller’s prior written approval; (iv) Seller’s compliance with designs, specifications or instructions supplied to Seller by Buyer; (v) any breach by Customer of its obligations hereunder. This Section 9 shall survive termination and cancellation of this Agreement.
- Proprietary Information
Buyer agrees that all pricing, discounts and technical information that Seller provides to Buyer are the confidential and proprietary information of Seller. Buyer agrees to (1) keep such information confidential and not disclose such information to any third party, and (2) use such information solely for Buyer’s internal purposes and in connection with the Products supplied hereunder. Nothing herein shall restrict the use of information available to the general public. Buyer shall inform its employees, agents, and representatives of these obligations and shall require them to assume equivalent obligations.
This Agreement may be terminated by either party for convenience at any time upon reasonable written notice delivered to the other party. In the event of any termination or expiration of this Agreement, Customer shall be billed immediately for Products shipped through the effective date of such termination or expiration and all custom Products purchased for Customer in Spectrum’s inventories at such date, and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
- Title and Risk of Loss
Notwithstanding the trade terms indicated above and subject to Seller’s right to stop delivery of Products in transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier.
If any term or provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any application of the terms and provisions shall not be affected thereby, but shall remain valid and enforceable.
- Applicable Law, Venue
This Agreement is made pursuant to, and shall be construed and enforced exclusively in accordance with, the laws of the State of Washington (and United States federal law, to the extent applicable), without giving effect to otherwise applicable principles of conflicts of law. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement against any of the parties shall be brought in the courts of the State of Washington, or, if applicable, in the United States District Court for the Western District of Washington, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding. In the event of any legal proceeding between the Seller and Buyer relating to this Agreement, neither party may claim the right to a trial by jury, and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury.
- Time Limitations-
Regardless of any contrary statute or law, any suit seeking to enforce any provision of, or based on any right arising out of, this Agreement must be filed within one (1) year from the date that the cause of action arose.
Seller’s failure to enforce, or Seller’s waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party (except that either party may assign this Agreement to a parent, subsidiary or successor corporation without such consent).