The use of this site is governed by the policies, terms and conditions set forth below. Please read them carefully. Your use of this site indicates your acceptance of these terms and conditions. Your placement of an order indicates your acceptance of these terms and conditions. Your submittal of any purchase order to ScienceLab.com, Inc. indicates acceptance of these terms and conditions. These terms and conditions shall supersede any subsequent terms or conditions included with any purchase order, whether or not such terms or conditions are signed by ScienceLab.com, Inc. ScienceLab.com, Inc. reserves the right to make changes to this site and these terms and conditions at any time.
1.1 These terms and conditions of sale (these "Terms"), any Sales Documents accompanying or referencing these Terms, and Supplemental Terms, if any, comprise the entire agreement (the “Agreement”) between ScienceLab.com, Inc. or an affiliate thereof ("Seller") and the purchaser (“Purchaser”) with respect to the purchase and sale of products (“Products”) and services ("Services") indicated on Sales Documents. “Sales Documents” means any document, print or digital, provided by Seller in the purchase and sale process, including but not limited to quotations, invoices, documents confirming, acknowledging or accepting an order (“Order Confirmation”) and shipping documents. If the parties have signed a contract applicable to the sale of certain Products and/or Services, the terms of such contract shall prevail to the extent they are inconsistent with these Terms.
1.2 These Terms prevail over any Purchaser’s terms regardless of when such terms are provided. Fulfillment of Purchaser's order does not constitute acceptance of any of Purchaser's terms and does not serve to modify or amend these Terms.
1.3 Certain Products and Services may be subject to additional terms (“Supplemental Terms”) not contained herein, which, when applicable, may be referenced on or provided with Sales Documents or Seller’s websites or provided by Seller upon request.
1.4 The Agreement between Seller and Purchaser is created when Seller confirms, acknowledges or begins to fulfill Purchaser’s order. Purchaser may not modify or cancel the Agreement without Seller’s express written consent. Modification or cancellation may require payment by Purchaser of certain costs incurred by Seller.
2. Copy Right and Trademark
ScienceLab.com, Inc. is a registered trademark or service mark of ScienceLab.com, Inc. All custom graphics, icons, logos and service names are registered trademarks, or service marks of ScienceLab.com, Inc. All other trademarks or service marks are property of their respective owners. The use of any ScienceLab.com, Inc. trademark or service mark without ScienceLab.com, Inc.’s express written consent is strictly prohibited.
3. Delivery and Performance
3.1 Delivery dates provided by Seller are non-binding and time of delivery is not of the essence. Seller shall not be liable for any delays, loss or damage in transit.
3.2 Product(s) ordered are considered special order item(s) by Seller because each product is fulfilled based on the customization of Purchaser´s order. Purchaser´s will be unable to cancel the item(s) for a refund. No refunds will be granted, all disputes will be denied and subject to additional fees. Seller will consider issuing a store credit or exchanging item(s) for a product of equal or greater value a restocking fee will likely be applied. Store Credits are valid one (1) year from issue date.
3.2 Unless otherwise agreed in writing, Products are shipped using Seller's standard packaging and shipping methods, for which fees may apply. Unless otherwise agreed upon in writing by the parties or set forth on an Order Confirmation, (i) delivery of Products shall be made CPT Purchaser’s Ship-To Address (INCOTERMS® 2020), (ii) freight costs shall be prepaid by Seller and added to its invoice to Purchaser, and (iii) title to Products (excluding any Software) shall pass to Purchaser upon their arrival at the destination.
3.3 Seller may, in its sole discretion, make partial shipments of Products and invoice immediately therefor. Purchaser shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Purchaser's order.
3.4 With respect to certain Products, Seller reserves the right to (a) require the purchase of entire lots; and (b) allocate supply, to the extent such allocation is deemed necessary by Seller, among any or all customers (including Seller’s affiliates and distributors) at its sole discretion, without liability for any failure of performance which may result therefrom.
3.5 Seller shall determine the location of Services. If Services are provided at Seller’s site or a third-party site authorized by Seller, Purchaser shall be responsible for any shipping and transportation costs, including any insurance costs, if applicable. If Services are provided at Purchaser’s site or another site under Purchaser’s control, Purchaser shall (a) cooperate with Seller in all matters relating to the provision of Services and provide access to premises and facilities as may reasonably be necessary or requested, including a safe work environment; (b) promptly provide any requested materials, direction, information, approvals, authorizations, or decisions (“Information”); and (c) ensure that such Information is materially complete and accurate.
3.6. Purchaser may request expedited shipping on product(s) ordered. Seller will make these decisions on a case-by-case basis as many limitations apply to product shipping. In addition to additional fees incurred by shipping companies, additional fees for special packaging and order prioritization will be applied and must be paid in advance. Seller cannot guarantee delivery times and dates, though we will do our best to accommodate such requests.
4. Use of Products
4.1 Purchaser shall (a) comply with all instructions, limitations, specifications, use statements or conditions of use made available by Seller, including but not limited to product data, product information, safety data sheets, limited use information and labeling (“Use Documents”), and (b) properly test, use, manufacture and market Products and/or materials produced with Products.
4.2 Purchaser acknowledges that Products are not tested for safety and efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise explicitly stated in Use Documents. Purchaser is solely responsible for: (a) obtaining any necessary intellectual property permission related to the use of Products, (b) compliance with all applicable regulatory requirements and generally accepted industry standards, and (c) conducting all necessary testing and verification, including for fitness for the intended purpose.
4.3 If the applicable Use Documents, including but not limited to the limited use label license, indicate that the Products are offered and sold for research purposes only, Purchaser has no express or implied authorization from Seller to use such Products for any other purpose, including, without limitation, in vitro diagnostic purposes, in foods, drugs, medical devices or cosmetics for humans or animals or for commercial purposes. Purchaser shall not market, distribute, resell or export Products for any purpose, unless otherwise agreed by Seller in writing.
5. Inspection and Rejection of Nonconforming Products
5.1 Purchaser shall inspect Products no later than 24 hours after receipt ("Inspection Period"). Purchaser will be deemed to have accepted the received Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period, furnishing evidence or other documentation if required. "Nonconforming Products" means only those delivered Products, or quantity thereof, which are different than identified in the Order Confirmation.
5.2 If notified in accordance with Section 4.1, Seller shall, in its sole discretion, (a) replace such Nonconforming Products with conforming Products, or (b) credit the price for such Nonconforming Products or, in the event of partial delivery, adjust the invoice to reflect the actual quantity delivered. Seller reserves the right to inspect Products. Purchaser acknowledges and agrees that the remedies set forth herein are the exclusive remedies for delivery of Nonconforming Products.
5.3 Any returns, if authorized, shall be handled in accordance with Section 8 below.
6. Price and Payment
6.1 Purchaser shall purchase Products and Services from Seller at the prices offered by Seller, including but not limited to prices in a valid quotation or prices on a published price list valid as of date of the applicable Order Confirmation. If there is a price increase before Products are shipped, then the Agreement shall be construed as if the increased prices were originally inserted therein, and Purchaser shall be invoiced by Seller in accordance therewith.
6.2 All prices are exclusive of all sales, use, and excise taxes, duties, customs, tariffs, and any other similar taxes or charges of any kind imposed by any governmental authority or quasi-governmental authority on any amounts payable by Purchaser. Purchaser shall be responsible for all such taxes and charges; provided, however, that Purchaser shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personal or real property, or other assets.
6.3 Purchaser shall pay all invoiced amounts prior to shipping via the ScienceLab.com website or to the specified bank account or as otherwise instructed.
6.4 Purchaser shall pay any and all dispute fees including interest on all late payments at the lesser of (a) the rate of eight percent (8%) per annum above the base interest rate of the United States Central Bank or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Purchaser shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law, Seller may, without notice to Purchaser, delay or postpone delivery of Products and/or performance of Services and may, at its option, change the terms of payment with respect to any undelivered Products and/or unperformed Services.
6.5 Purchaser shall not withhold payment of any amounts due and payable hereunder by reason of any set-off of any claim or dispute with Seller.
6.6 Purchaser´s receipt of an electronic or other form of order confirmation does not signify Seller´s acceptance of order, nor does it constitute confirmation of our offer to sell. Seller reserves the right at any time after receipt of your order to accept or decline your order for any reason. All orders placed over $2000.00 (U.S.) must obtain pre-approval with an acceptable method of payment, as established by our credit and fraud avoidance department. Seller may require additional verifications or information before accepting any orders.
7. Use Documents Terms
7.1 If any Use Documents are provided by Seller to Purchaser, the terms provided with such Use Documents shall apply. If there are no terms provided therewith, these Terms, including this Section 6, shall apply.
7.2 Seller grants Purchaser the right and license to use the Use documents as provided by Seller. The rights granted herein may not be transferred to another party unless such party agrees in writing to comply with these Terms. In any case, Use documents provided together or in connection with any Products or Services shall not be transferred separately from such Products or Services.
7.3 The Use Documents and related intellectual property rights including, without limitation, copyrights are owned by Seller, an affiliate, and/or certain suppliers of Seller or its affiliates, and title to the Use Documents or respective intellectual property rights shall not pass to Purchaser or any other third party.
7.4 Purchaser shall only use the Use Documents with Products or Services with or for which it is provided or for a purpose within the scope of the application for which it is provided.
8.1 Because of so many variables outside of the Seller´s control, Seller will make no warranty whatsoever with respect to Products (including any uses thereof), Services, or any technical assistance or information that it provides, including (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; or (c) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. Any suggestions by Seller regarding use, selection, application or suitability of Products shall not be construed as an express or implied warranty.
8.2 The Seller´s web sites and the materials therein are provided “as is”. Seller makes no representations or warranties, either express or implied, of any kind with respect to the sciencelab.com websites, their operations, contents, information, materials, etc. Seller. expressly disclaims all warranties, express or implied, of any kind with respect to the sites or their use, including but not limited to merchantability and fitness for a particular purpose. You agree that ScienceLab.com, Inc., its directors, officers, employees or other representatives shall not be liable for damages arising from the operation, content or use of the sciencelab.com sites. You agree that this limitation of liability is comprehensive and applies to all damages of any kind, including without limitation direct, indirect, compensatory, special, incidental, punitive and consequential damages.
Purchaser shall not return Products without Seller’s prior written consent. Seller reserves the right to inspect Products at Purchaser’s site and/or require disposal instead of return. All returns must be in compliance with Seller’s instructions and may be subject to a restocking charge. Certain Products (e.g. diagnostic reagents; refrigerated or frozen products; custom Products or special orders) may not be returned under any circumstances. Title to returned Products shall transfer to Seller upon acceptance at the facility designated by Seller. Any Products returned with authorization must be in their unopened and in its original packaging with the original label affixed, and unaltered in form and content. Products that are no longer in the original condition when sold are never accepted for return.
10. Limitation of Liability and Indemnification
10.1 Purchaser assumes all risk and liability for loss, damage or injury to persons or to property of Purchaser or others arising out of (a) the transport, storage or use of Products, including infringement of any third-party intellectual property rights resulting from Purchaser’s specific use of Products and (b) any provision or use of Services. If Seller's performance of its obligations is prevented or delayed by any act or omission of Purchaser, its agents or subcontractors, Seller shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Purchaser or others, in each case, to the extent arising directly or indirectly from such prevention or delay.
10.2 Purchaser shall indemnify and hold Seller, its affiliates, and their respective agents, employees, and representatives, harmless from and against all claims, damages, losses, costs and expenses (including attorney’s fees) (a) arising from or in connection with the transport, storage, sale or use of Products, (b) resulting from Purchaser’s breach of the Agreement, and/or (c) arising from the negligence, recklessness or misconduct of Purchaser, its affiliates, or their respective agents, employees, partners or subcontractors.
10.3 Except as otherwise expressly provided herein, Seller shall not indemnify nor be liable to Purchaser or any person or entity for any claim, damage or loss arising out of the Products, including the sale, transport, storage, failure, use or distribution thereof, the provision of Services, regardless of the theory of liability, including but not limited to warranty, negligence or strict liability. In addition, Seller shall not be liable for incidental, consequential, indirect, exemplary or special damages of any kind, including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, cost of substitute equipment, facilities or services, downtime costs, or any liability of Purchaser to a third party. The total liability of Seller hereunder shall not exceed the purchase price of Products or Services involved. Without limiting the provisions regarding and limiting warranty claims hereunder, all claims must be brought within three (3) months of delivery of Products or performance of Services, regardless of their nature.
11. Compliance with Laws
11.1 Purchaser shall comply with all applicable laws, regulations and ordinances, including but not limited to those pertaining to the following: export control, pharmaceutical, cosmetic and food preparations, electrical or electronic waste, introduction or production and use of chemical substances, and bribery and corruption. Purchaser shall maintain in effect all required licenses, permissions, authorizations, consents, and permits. Purchaser shall comply with all applicable export and import laws in its purchase of Products hereunder and assumes all responsibility for all shipments governed by such laws. Seller may terminate the Agreement or suspend delivery if any governmental authority imposes antidumping or countervailing duties or any other penalties on Products.
11.2 All of Seller’s product sales are final. Seller makes no representations or warranties, either express or implied, of any kind with respect to products sold on the Seller´s website. Seller expressly disclaims all warranties, express or implied, of any kind with respect to products sold on this site, including but not limited to, merchantability and fitness for a particular purpose. Ignorance of product toxicity, of product safety hazards associated with transportation, handling or storage, or of product incompatibility with intended application by Purchaser, Purchaser´s officers, agents, or employees, successors or assignees, customers or any other persons that come into contact with any product that has been obtained through Seller is entirely the purchaser's responsibility. In no event shall Seller, its directors, officers, employees or other representatives be liable for special, indirect, consequential, or punitive damages related to product sold.
11.3 Seller will notify the customer by email should any additional information(s) be required to fulfill your order. Seller is not responsible for any non-compliance on the Purchasers behalf. If any item requires information(s) from regulatory departments within Sciencelab.com, Inc. or on behalf of federal and local governments. The Purchaser will be required to provide these institutions with any and all information requested, failure to do so will result in the customer being out both product and the product costs as published on Seller´s website. Seller does not assume the responsibility of knowing or informing the customer of these regulations at the time of purchase. Seller will take good faith measures to make sure the customer is notified of any regulatory department’s compliance or non-compliance issues at the time of our notification by such departments or if we do have prior knowledge of such regulations at the time of order placement.
In addition to any other remedies provided hereunder, Seller may immediately terminate the Agreement upon written notice if Purchaser: (a) fails to pay any amount when due; (b) has not otherwise performed or complied herewith, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against its proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
13. Confidential Information
All non-public, confidential or proprietary information, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Purchaser, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" is confidential and may not be disclosed or used by Purchaser for its own use, including but not limited to filing any patent applications disclosing or based on such confidential information, unless authorized in advance in writing by Seller. Upon request, Purchaser shall promptly return or destroy all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to Purchaser at the time of disclosure; or (c) rightfully obtained by Purchaser on a non-confidential basis from a third party.
14. Force Majeure
Neither party will be in default of any obligation under this Agreement (other than obligations to pay money) to the extent performance is prevented or delayed by a Force Majeure Event. A “Force Majeure Event” shall include any occurrence beyond the reasonable control of a party, including without limitation: act of nature (e.g., flood, earthquake or storm); war or terrorism; civil commotion or riot; epidemic or pandemic (e.g., COVID-19); destruction of facilities or materials; fire or explosion; labor disturbance or strike; laws, regulations, directives or orders of any government, regulatory or judicial authority; embargo, shortage of raw materials or labor; equipment failure; or failure of public utilities or common carriers. The party declaring a Force Majeure Event will notify the other party in writing, explaining the nature thereof, and will also notify the other party of the cessation of any such event. A party declaring a Force Majeure Event will use commercially reasonable efforts to remedy, remove, or mitigate such event and the effects thereof. Upon cessation of the Force Majeure Event, performance of any suspended obligation or duty will promptly recommence.
15.1 No Waiver. No waiver by Seller of any provisions of the Agreement is effective unless explicitly set forth in writing. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof.
15.2 Assignment. Purchaser shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation relieves Purchaser of any of its obligations hereunder.
15.3 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
15.4 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.
15.5 Publicity and Use of Name. Purchaser shall not, without the prior written consent of Seller, (a) refer to Seller, its affiliates, Products or Services in any marketing, promotion or other publicity material, whether written or in electronic form, or (b) use proprietary brand names, trademarks, trade names, logos and other intellectual property owned by Seller or one of its affiliates.
15.6 Governing Law and Venue. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the laws of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to the Agreement shall be instituted in courts located in Galveston, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
15.7 Notices. Except if otherwise agreed upon by the parties, any notices required hereunder shall be made in writing and sent by courier service with tracking or registered or certified mail to the other party at its registered office or principal place of business or such other address as indicated by the receiving party.
15.8 Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
15.9 External Links. Seller´s websites may contain links to other sites on the Internet that are owned and operated by third parties. Purchaser acknowledges that Seller is not responsible for the operation of or content located on or through any such site.
15.10 Survival. Provisions hereof which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement including, but not limited to, the following provisions: Sections 3, 6, 7, 9, 12, 14.6 and 14.9.
15.11 Amendment and Modification. Except as otherwise set forth herein, the Agreement may only be amended or modified in writing and signed by an authorized representative of each party.
15.12 Typographical Errors. In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, Seller shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. Seller shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Seller shall immediately issue a credit to your credit card account in the amount of the charge.
Rev. July 2023