Terms and Conditions of Sale
The terms and conditions of sale contained herein shall apply to all quotations and offers to sell and purchase orders accepted by Molecular Biology Products Inc. (“MBPINC”). MBPINC’s acceptance of any proposal to purchase or purchase order issued by the buyer identified on the order acknowledgement or quotation to which these terms relate (hereinafter, such buyer is referred to as “you”) is expressly made conditional on the terms and conditions of sale as set forth herein, irrespective of whether you accept them in writing, by implication or by acceptance of and payment for the goods sold hereunder. These terms and conditions of sale shall govern the contractual arrangement entered into between MBPINC and you with respect to the goods sold to the exclusion of any terms or conditions of purchase proposed by you.
- Prices. Unless otherwise stated in writing by MBPINC, all prices quoted shall be exclusive of transportation, insurance, taxes, customs fees, duties and other charges related thereto, and you shall report and pay any and all such charges and hold MBPINC harmless therefrom. Prices quoted relate only to the goods referenced herein and do not include intellectual property, industrial property, or patent rights of any kind.
- Termination or Change. You may not terminate, suspend performance, reschedule or cancel delivery or issue a “hold” order under this Agreement in whole or in part, without MBPINC’s prior written consent and upon terms that will compensate MBPINC for any loss or damage resulting from such action. Your liability shall include, but not be limited to, the price of product delivered or held for disposition, the price of services already performed, and for work in process, incurred costs and a reasonable allocation of general and administrative expenses, plus MBPINC’s loss of profits. If delivery of the goods referenced is delayed by you, MBPINC may invoice you for the goods when MBPINC is prepared to ship and you will reimburse MBPINC for any storage costs incurred.
- Shipment and Title. If the goods referenced in this Agreement are to be shipped within the continental U.S. or Canada from a point of origin in the U.S. or Canada, the applicable delivery term for the goods is FOB (Freight On Board) unless otherwise stated on the order acknowledgment or quotation to which these terms relate. Freight incurred by MBPINC in shipping the goods shall be the responsibility of the buyer. If the goods referenced in this Agreement are being shipped outside the continental U.S. or Canada, the applicable delivery term for the goods is FCA-W (Free Carrier – Warehouse). Freight and associated duties in shipping the goods are the responsibility of the buyer.
- Security Agreement. This Agreement shall be considered a security agreement by which you grant to MBPINC a security interest in the goods sold pending payment in full. You hereby grant to MBPINC a limited power of attorney solely for the purpose of executing a financing statement or other certificate or instrument and filing the same with the appropriate official to perfect MBPINC’s security interest. You hereby grant to MBPINC a purchase money security interest in the goods delivered to secure the purchase price until MBPINC is paid in full.
- Payment Terms. Unless otherwise indicated on the face of this order acknowledgement, you shall pay the invoiced amount with terms listed by MBPINC on any quotation sent.
- Limitation of Liability. In no event will MBPINC be liable to you or any other party, under any circumstances, for any special, consequential, indirect or punitive damages such as loss of capital, loss of use, substitute performance, loss of production, loss of profits, loss of business opportunity, or any other claims for damages, even if such losses or damages are reasonably foreseeable.
- Export Control. You acknowledge that the goods sold by MBPINC are subject to export control laws and regulations of Canada, and the United States. MBPINC will have no obligation to sell or deliver goods until you have obtained all required export authorizations, if required. You agree that you will not use, distribute, transfer, or transmit the goods except in compliance with United States and Canadian laws and regulations and the laws and regulations of any other jurisdiction.
- Government Subcontract. If this contract is a subcontract under a United States government prime contract, MBPINC accepts only those terms and conditions that are required to be included in subcontracts entered into by you with respect to such United States government prime contract and no others. MBPINC accepts no terms or conditions with respect to adjustment of price, patent warranty or licenses, warranty, limitation of your liability, or special tooling except as appear herein or where the subject of a separate letter agreement that has been duly executed by an authorized officer of MBPINC.
- Choice of Law. These terms and transactions contemplated hereunder shall be governed by the laws of the Ontario, without regard to its conflicts of laws principles.